PARIS, June 28, 2019 /CNW
Telbec/ - The Hydrogen Company ("H2C"), a corporation formed
and existing under the laws of France and an indirect wholly-owned subsidiary
of L'Air Liquide S.A. ("Air Liquide"), is pleased to
announce that it entered today into a Funding and Investment
Agreement (the "Funding and Investment Agreement") with
Cummins Inc. ("Cummins") to acquire Hydrogenics
Corporation (NASDAQ: HYGS) (TSX: HYG) ("Hydrogenics" or
the "Corporation").
Under the Funding and Investment Agreement, H2C and Cummins
agreed, among other things: (i) to cooperate with respect to the
acquisition of the Corporation; (ii) that H2C would contribute its
common shares of Hydrogenics in exchange for common shares in the
capital of the purchaser of Hydrogenics, a wholly-owned
subsidiary of Cummins (the "Purchaser"); (iii) to
provide funds to effect the Arrangement (as defined below),
including for H2C to acquire, directly or indirectly, additional
common shares in the capital of the Purchaser for an ultimate
indirect interest of up to 19.9% in the Corporation following
completion of the Arrangement and the provision of such additional
funds; and (iv) to certain governance arrangements if the
Arrangement is completed. The Funding and Investment Agreement is
terminable on the closing of the Arrangement, by mutual agreement
in writing of both H2C and Cummins, or on December 20,
2019.
H2C also entered into a Support and Voting Agreement (the
"Support Agreement") with Cummins and the Purchaser pursuant
to which H2C agreed to vote its common shares in favour of the
Arrangement. The Support Agreement is terminable upon termination
of the Arrangement Agreement (as defined below), termination of the
Funding and Investment Agreement, or by mutual agreement in writing
of H2C, Cummins, and the Purchaser.
Concurrently with the entering into of the Funding and
Investment Agreement and the Support Agreement, Cummins and the
Purchaser entered into an arrangement agreement (the
"Arrangement Agreement") with the Corporation for the
purpose of effecting the proposed acquisition of the Corporation
through an arrangement under section 192 of the Canada Business
Corporations Act (the "Arrangement"). As part of
the Arrangement, the Purchaser is offering to acquire all of the
issued and outstanding common shares of Hydrogenics not held by H2C
for cash in the amount of US$15 per
common share. Pursuant to the Arrangement, H2C intends to
contribute its common shares of Hydrogenics in exchange for common
shares in the capital of Purchaser.
If the Arrangement is completed, the Corporation will be
de-listed from the Toronto Stock Exchange and the Nasdaq Global
Select Market.
Air Liquide currently has beneficial ownership of, or control
and direction over, 3,537,931 common shares of the Corporation,
representing approximately 18.6% of the Corporation's issued and
outstanding common shares, which common shares were initially
acquired in connection with a strategic technology collaboration
initiative with Hydrogenics in Canada. Air Liquide does not own any other
securities of the Corporation. Cummins advised Air Liquide that it
currently does not have beneficial ownership of, or control and
direction over any securities of the Corporation. Upon completion
of the Arrangement, it is anticipated that H2C will have beneficial
ownership of, or control and direction over, approximately 19.6% of
the common shares of the Corporation, while Cummins will have
beneficial ownership of, or control and direction over,
approximately 80.4% of the common shares of the Corporation.
L'Air Liquide S.A.'s head office is located at 75, quai d'Orsay,
75007 Paris and The Hydrogen Company's head office is located at 6,
rue Cognacq-Jay, 75007 Paris,
France.
This press release is issued pursuant to National Instrument
62-103 – The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which also requires a report to be filed
with regulatory authorities in each of the jurisdictions in which
the Corporation is a reporting issuer containing information with
respect to the foregoing matters (the "Early Warning
Report"). A copy of the Early Warning Report will appear with
the Corporation's documents on the System for Electronic Document
Analysis and Retrieval (SEDAR) and may be obtained upon request
from Stikeman Elliott LLP, 1155 René-Lévesque Boulevard West, Suite
4100, Montreal, Quebec, H3B 3V2,
Canada or Pierre-Etienne Franc, The Hydrogen Company, 6,
rue Cognacq-Jay, 75007 Paris,
France) or +33 (0)1 40 62 54 75. The Corporation's head
office address is located at 220 Admiral Boulevard,
Mississauga, Ontario
L5T 2N6.
About Air Liquide
A world leader in gases, technologies and services for Industry
and Health, Air Liquide is present in 80 countries with
approximately 66,000 employees and serves more than 3.6 million
customers and patients. Oxygen, nitrogen and hydrogen are essential
small molecules for life, matter and energy. They embody Air
Liquide's scientific territory and have been at the core of the
company's activities since its creation in 1902.
Air Liquide's ambition is to be a leader in its industry,
deliver long term performance and contribute to sustainability. The
company's customer-centric transformation strategy aims at
profitable growth over the long term. It relies on operational
excellence, selective investments, open innovation and a network
organization implemented by the Group worldwide. Through the
commitment and inventiveness of its people, Air Liquide leverages
energy and environment transition, changes in healthcare and
digitization, and delivers greater value to all its
stakeholders.
Air Liquide's revenue amounted to 21
billion euros in 2018 and its solutions that protect life
and the environment represented more than 40% of sales. Air Liquide
is listed on the Euronext Paris stock exchange (compartment A) and
belongs to the CAC 40, EURO STOXX 50 and FTSE4Good
indexes.
SOURCE Air Liquide