UQM Technologies Announces the Closing of First Stage Investment by China National Heavy Duty Truck Group Co., Ltd., Parent C...
September 25 2017 - 1:44PM
Business Wire
- China National Heavy Duty Truck Group
Co., Ltd. (“CNHTC”) purchased a 9.9% ownership in UQM for
approximately $5.1 million in this first stage investment.
- The second stage investment, which is
subject to approval by the shareholders of UQM and clearance by the
Committee on Foreign Investment in the United States (“CFIUS”),
will increase the ownership to 34% of UQM on a fully diluted basis
for approximately $23.2 million, for a total of $28.3 million over
two stages.
- The second stage investment is expected
to close as those approvals are received.
- UQM and CNHTC plan to form a joint
venture in China to support CNHTC in the Chinese commercial vehicle
electrification market and supply other Chinese customers.
UQM Technologies, Inc. (NYSE American: UQM) announced
today it has closed the first stage investment under its stock
purchase agreement (the “Agreement”) with China National Heavy Duty
Truck Group Co., Ltd. (“CNHTC”) through its wholly owned
subsidiary, Sinotruk (BVI) Limited. In this first stage investment,
CNHTC has acquired 5,347,300 newly issued common shares of UQM,
resulting in a 9.9% ownership interest in UQM. The purchase price
is $0.95 per share, which represents a 15% premium over the 30-day
closing price average for the period ending on the last trading
date before the signing of the Agreement on August 25, 2017. UQM is
receiving $5.1 million of cash proceeds from this first
closing.
Closing of the second stage investment will require approval by
UQM’s shareholders and clearance by the Committee on Foreign
Investment in the United States (“CFIUS”). The parties expect the
second stage investment to close as soon as those approvals are
received.
As part of the Agreement, upon the closing of the first stage
investment, Mr. Ma Chunji, Chairman of CNHTC, has been appointed to
the Board of UQM as a non-voting observer member. Upon the closing
of the second stage investment, (i) UQM will increase the size of
its Board to eight members, (ii) the Board observer shall have all
the rights of a full Board member and (iii) CNHTC will have the
right to nominate two additional Board members, with one CNHTC
representative expected to be elected as the Chairman of the Board
of UQM.
After the closing of the second stage investment, UQM and CNHTC
intend to form a joint venture for the manufacture and sale of
electric propulsion systems in China. The parties expect Sinotruk
to be a significant purchaser of electric propulsion systems from
the joint venture, and other customers will be identified for sales
as well. The parties are continuing their work to complete the
definitive agreement that will define the terms of this joint
venture in China.
“The closing of the first stage investment is a significant
milestone in our new relationship with CNHTC,” said Joe Mitchell,
President and CEO of UQM. “The proceeds from this investment add
strength and stability to our balance sheet. We are now actively
engaged to obtain approvals from our shareholders and from the
Committee on Foreign Investment in the United States (CFIUS), so
that we can finalize the second stage investment from CNHTC. This
will allow us to execute on our strategy to become a major player
in the electric vehicle propulsion market in China.”
About UQM
UQM Technologies is a developer and manufacturer of power-dense,
high-efficiency electric motors, generators, power electronic
controllers and fuel cell compressors for the commercial truck,
bus, automotive, marine, and industrial markets. A major emphasis
for UQM is developing propulsion systems for electric, hybrid
electric, plug-in hybrid electric and fuel cell electric vehicles.
UQM is TS 16949 and ISO 14001 certified and located in Longmont,
Colorado.
About China National Heavy Duty Truck Group Co., Ltd.
China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”) is the
parent company of Sinotruk (Hong Kong) Limited (“Sinotruk”), a
leading heavy-duty commercial vehicle manufacturer in China and one
of the largest commercial vehicles groups in the world. Its
products are distributed in over 90 countries worldwide, including
in South America, Africa, Southeast Asia, the Middle East, Ireland
and Australia, among many others.
Since its founding in 1950, Sinotruk has had a long and
successful history cooperating with international partners in
developing new products and markets in China and elsewhere,
including Steyr of Austria, MAN SE of Germany, and Cargotec of
Finland. CNHTC has two subsidiaries listed on the Shenzhen Stock
Exchange and the Hong Kong Stock Exchange, respectively.
Forward-Looking Statements
This Release contains statements that constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
These statements appear in a number of places in this Release and
include statements regarding our plans, beliefs or current
expectations; including those plans, beliefs and expectations of
our management with respect to, among other things: (i) the receipt
and timing of required approvals and satisfaction of other
significant conditions to the closing of the transaction with
CNHTC, (ii) the failure to reach binding or definitive agreement
between the parties regarding the potential formation of the joint
venture; (iii) UQM’s ability to successfully gain access to the
Chinese electric vehicle market as a result of the anticipated
joint venture transaction; (iv) uncertainties as to the future
operating and financial condition of the joint venture; (v)
difficulties or unanticipated expenses in connection with forming
or operating the joint venture; (vi) the risk that the potential
transactions disrupt our other operations, including the potential
loss of any existing customer or supplier relationships in China or
globally; (vii) UQM’s ability to secure the anticipated benefits of
the investment and the potential JV for its shareholders,
customers, and employees, and (viii) the impact of any changes in
general economic and market conditions. Closing of the transaction
is subject to the receipt of necessary approval from UQM’s
shareholders, and approval from regulatory authorities. Other
important Risk Factors that could cause actual results to differ
from those contained in the forward-looking statements are
contained in our Form 10-KT and Form 10-Q, which are available
through our website at www.uqm.com or
at www.sec.gov.
Source: UQM Technologies, Inc.
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version on businesswire.com: http://www.businesswire.com/news/home/20170925006194/en/
EnergyTech Investors, LLCShawn Severson,
415-233-7094orUQM Technologies, Inc.David
Rosenthal, 303-682-4900
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