|
|
|
|
|
Filed by Maxwell Technologies, Inc.
Pursuant to
Rule 425
under the Securities Act of 1933 and
deemed filed
pursuant to Rule 14d-9 under the
Securities Exchange Act of 1934
Subject Company: Maxwell Technologies, Inc.
(Commission File No.
001-15477)
|
February 4, 2019
To all
Maxwell Technologies Employees,
Today marks an important time in our Companys history, as we just announced that Maxwell has entered into a Merger
Agreement to be acquired by Tesla, one of the most innovative global companies. We share Teslas vision to accelerate the worlds transition to sustainable energy, and by working together, I am confident that we can build a better and
cleaner world for us all.
Upon closing, Maxwell and its employees will become part of the Tesla family. Without your dedication and commitment, we would
not be in this position to begin with. This truly is a culmination of your hard work and you should all be proud of what we have accomplished. Between now and closing, we will work closely with the Tesla team to ensure there is a seamless
integration when this transaction closes. Lets provide them with our full support and demonstrate all of the great things we have and continue to accomplish as the Maxwell team.
As you will see from todays press release and in related documents filed with the Securities and Exchange Commission, our board of directors unanimously
approved this Merger Agreement. The proposed transaction, which has been constructed as a
stock-for-stock
exchange, values our shares at $4.75 per share. We are
targeting to close this transaction sometime in the second quarter, or shortly thereafter, but the exact timing will be subject to the successful tender of shares, regulatory approvals and customary closing conditions.
Additionally, while we have announced our intent to be acquired by Tesla, remember, that this transaction has not closed yet. We have a business to operate,
commitments to meet and a responsibility to our customers to continue to provide them with unparalleled service and the industrys best solutions. I ask all of you to please stay focused on our mission and continue to provide our customers with
best-in-class
service.
If there are any questions, please ask and as
always, work with your direct supervisor and the Executive Team to ensure successful outcomes. As things progress, we will keep you apprised of developments as we are able to. Remember, we are still a public company and there are certain
restrictions as to what we can and cannot do from the time the Merger Agreement was signed through closing, which is why it is even more imperative that we focus on our jobs, continue to collaborate, and maintain a relentless focus on exceeding our
customers needs.
Lets continue to execute on our plan and know you will have the full support of management.
If you receive any outside communications and/or inquiries on this matter, please refer all of them to our communications partner GW Communications,
specifically Glenn Wiener (
gwiener@GWCco.com
) and Steve Hoechster (
shoechster@GWCco.com
).
Thank you,
Franz Fink, President and Chief Executive Officer