Tesla Announces Offer Consideration for Previously Announced Offer to Exchange Maxwell Technologies Common Stock for Tesla C...
May 13 2019 - 4:57PM
Tesla, Inc. today announced the final offer consideration for its
previously announced offer to exchange all outstanding shares of
common stock of Maxwell Technologies, Inc. for shares of Tesla
common stock. Based on the terms of the previously announced
merger agreement between Tesla and Maxwell, as well as the terms
and conditions set forth in Tesla’s exchange offer materials and
related letter of transmittal, if the exchange offer is completed
on its currently scheduled expiration date, each share of Maxwell
common stock that is validly tendered in the offer and not
withdrawn prior to the expiration date of the offer will be
entitled to receive 0.0193 of a share of Tesla common stock,
together with cash in lieu of any fractional shares of Tesla common
stock, without interest and less any applicable withholding
taxes.
Tesla’s exchange offer is scheduled to expire at 11:59 p.m.,
Eastern Time, on May 15, 2019, unless it is further extended or
earlier terminated in accordance with the merger agreement between
Tesla and Maxwell. The completion of the offer remains subject to
customary closing conditions.
Forward-Looking Statements
This communication contains forward-looking statements that
involve risks and uncertainties. These forward-looking statements
are based on current expectations, estimates and forecasts, as well
as the beliefs and assumptions of Tesla’s management, and are
subject to risks and uncertainties that are difficult to predict.
Many factors could cause actual results or events to differ
materially from those anticipated, including: risks and
uncertainties discussed in this communication and those matters
described under the sections entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of Tesla’s Annual Report on Form 10-K for
the year ended December 31, 2018 and Tesla’s Quarterly Report on
Form 10-Q for the three months ended March 31, 2019,
subsequent Reports on Form 8-K, the Schedule TO relating to the
offer and other filings Tesla makes with the Securities and
Exchange Commission. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our
forward-looking statements. We do not assume any obligation to
update any forward-looking statements.
Additional Information and Where to Find It
This communication is neither an offer to purchase nor a
solicitation of an offer to sell shares of Maxwell Technologies
common stock. On February 20, 2019, Tesla filed with the SEC
a Tender Offer Statement on Schedule TO and a Registration
Statement on Form S-4 and Maxwell Technologies filed with the SEC
the Solicitation/Recommendation Statement on Schedule 14D-9, each
as subsequently amended. Stockholders of Maxwell Technologies
are urged to read the foregoing offer materials (including the
prospectus/offer to exchange and the related letter of transmittal)
because they contain important information that such stockholders
should consider before making any decision regarding Tesla’s offer
and the terms thereof. The foregoing offer materials are
available for free at the SEC’s web site at www.sec.gov. Copies of
the offer materials and Schedule 14D-9 may also be obtained free of
charge from Georgeson LLC, the information agent for the offer, by
writing Georgeson LLC, 290 Avenue of the Americas, 9th Floor, New
York, NY 10104, or by calling toll free at (888) 643-8150.
Investor Relations Contact:
ir@tesla.com
Press Contact:
press@tesla.com
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