Ballard Announces US$350 Million Bought Deal Offering of Common Shares
February 09 2021 - 4:21PM
Ballard Power Systems ("Ballard" or "the Company") (NASDAQ: BLDP;
TSX: BLDP) today announced that it has entered into an agreement
with a syndicate of underwriters led by TD Securities Inc. and
National Bank Financial Inc. (collectively, the "Underwriters"),
pursuant to which the Underwriters have agreed to purchase, on a
bought deal basis, 9,460,000 common shares of the Company (the
"Common Shares") at a price of US$37.00 per Common Share (the
"Offering Price") for gross proceeds of US$350,020,000 (the
"Offering"). The Underwriters have also been granted an option (the
"Over-Allotment Option"), exercisable in whole or in part and from
time to time, at any time until 30 days after the closing date of
the Offering, to purchase from the Company up to an additional
1,419,000 Common Shares at the Offering Price for additional gross
proceeds of up to US$52,503,000 to the Company. If the
Over-Allotment Option is exercised by the Underwriters in full,
aggregate gross proceeds of the Offering will be US$402,523,000.
The Common Shares will be issued by way of a short form
prospectus that will be filed with the securities regulatory
authorities in all provinces and territories of Canada (excluding
Quebec) and by way of a registration statement with the Securities
and Exchange Commission (the "SEC") in the United States under the
multijurisdictional disclosure system. The Company filed a
preliminary short form prospectus in respect of the Offering and a
registration statement (including the preliminary short form
prospectus) with the SEC to which this communication and the
Offering relate. The preliminary short form prospectus is subject
to completion or amendment, and the registration statement has not
yet become effective. The Common Shares may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. Before you invest, you should read the
short form prospectus and other documents Ballard has filed with
the SEC and with the Canadian securities regulatory authorities for
more complete information about Ballard and the Offering. The
Offering is made only by the prospectus. The prospectuses will be
available for free on the SEDAR website maintained by the Canadian
Securities Administrators at www.sedar.com and on the SEC's website
at www.sec.gov.
Alternatively, the Company, any underwriter or any dealer
participating in the offering will arrange to send you the
prospectus, if you request it by contacting TD Securities Inc. in
Canada, Attention: Symcor, NPM (tel: 289-360-2009, email:
sdcconfirms@td.com), 1625 Tech Avenue, Mississauga ON L4W 5P5; or
you may request it from TD Securities (USA) LLC in the U.S. (tel:
212-827-7392), 31 W 52nd Street, New York NY 10019; or National
Bank Financial Inc.: Equity Capital Markets, 130 King Street West,
4th Floor Podium, email: ecm-origination@nbc.ca.
The Company intends to use net proceeds of the Offering to
further strengthen the balance sheet, thereby providing additional
flexibility to fund its growth strategy, including through
activities such as product innovation, investments in production
capacity expansion and localization, future acquisitions and
strategic partnerships and investments.
The Offering is expected to close on or about February 23, 2021
and is subject to certain conditions including, but not limited to,
the receipt of all necessary approvals, including the approval of
the Toronto Stock Exchange.
About Ballard Power Systems Ballard Power
Systems' (NASDAQ: BLDP; TSX: BLDP) vision is to deliver fuel cell
power for a sustainable planet. Ballard zero-emission PEM fuel
cells are enabling electrification of mobility, including buses,
commercial trucks, trains, marine vessels, passenger cars and
forklift trucks. To learn more about Ballard, please visit
www.ballard.com.
Important Cautions Regarding Forward-Looking
Statements This release contains forward-looking
statements concerning the amount and use of proceeds of the
Offering, the receipt of all necessary approvals and the closing of
the Offering. These forward-looking statements reflect Ballard's
current expectations as contemplated under section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any such
forward-looking statements are based on the opinions and estimates
of management as of the date hereof, including Ballard's
assumptions relating to its financial forecasts and expectations
regarding its product development efforts, manufacturing capacity,
and market demand. These statements involve risks and uncertainties
that may cause Ballard's actual results to be materially different,
including general economic and regulatory changes, detrimental
reliance on third parties, successfully achieving our business
plans and achieving and sustaining profitability. For a detailed
discussion of these and other risk factors that could affect
Ballard's future performance, please refer to Ballard's most recent
Annual Information Form. Readers should not place undue reliance on
Ballard's forward-looking statements and Ballard assumes no
obligation to update or release any revisions to these
forward-looking statements, other than as required under applicable
legislation.
Further Information Guy McAree +1.604.412.7919,
investors@ballard.com or media@ballard.com
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