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)
Maxwell Technologies Announces Filing of 2018 Form 10-K
Company will not be hosting a teleconference and webcast to discuss its results of operations
and other business matters due to the pending Definitive Agreement with Tesla
San Diego, CA
(February
14, 2019)
-
Maxwell Technologies, Inc.
(Nasdaq: MXWL or the Company or
Maxwell), a leading developer and manufacturer of energy solutions, today announced it has filed its
Form 10-K
with the Securities and Exchange Commission (SEC) for the period
ended December 31, 2018.
On February 3, 2018, the Company entered into an Agreement and Plan of Merger (Merger Agreement) to be
acquired by Tesla, Inc. (Nasdaq: TSLA or Tesla). The Merger Agreement contemplates that Tesla will commence an all stock exchange offer for all issued and outstanding shares of Maxwell (the Offer), after which the
Company will be merged with a Tesla subsidiary and become a wholly-owned subsidiary of Tesla. The Offer will value each share of Maxwell common stock at $4.75 per share. Due to the Definitive Agreement and pending close, which is subject to the
successful tender and exchange of shares, certain regulatory approvals and customary closing conditions, the Company will not be hosting a teleconference and webcast at this time. While there can be no assurances on the closing date, the Company
anticipates that the merger will be consummated in the second quarter of 2019, or shortly thereafter, should all conditions be met and subject to the timing of the aforementioned approvals.
Additional terms and conditions related to this Merger Agreement can be found in the Companys
Form 8-K
filed on February 4, 2019 with the SEC. Additional information on the Companys results of operations for year ended December 31, 2018 can be found in the Companys
Form 10-K
which was
filed today, February 14, 2019.
Forward-Looking Statements
Maxwell cautions you that statements included in this news release referenced herein that are not a description of historical facts are forward-looking
statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Maxwells results to differ materially from historical results or those expressed or implied by such
forward-looking statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, Maxwells plans, objectives, expectations and intentions, the financial
condition, results of operations and business of Maxwell, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things: