SAN DIEGO, Feb. 4, 2019 /PRNewswire/ -- Maxwell
Technologies, Inc. (Nasdaq: MXWL or the "Company" or
"Maxwell"), a leading developer and manufacturer of energy
solutions, today announced it has entered into a definitive
agreement (the "Merger Agreement") to be acquired by Tesla, Inc.
(Nasdaq: TSLA or "Tesla"). Tesla will commence an all stock
exchange offer for all the issued and outstanding shares of the
Company (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. Pursuant to
the Offer, each share of Maxwell common stock will be exchanged for
a fraction of a share of Tesla's common stock, equal to the
quotient obtained by dividing $4.75
by a volume weighted average price of one share of Tesla's common
stock as reported on the NASDAQ Global Select Market for the five
consecutive trading days preceding the expiration of the Offer, and
which is subject to a floor that has been set at 80% of a volume
weighted average price of Tesla common stock calculated prior to
signing.
The closing of the transaction is subject to the successful
tender and exchange of shares, certain regulatory approvals and
customary closing conditions. These terms, along with additional
terms and conditions of the transaction, can be found in the
Company's Form 8-K filed on February 4,
2019 with the Securities and Exchange Commission and in the
Merger Agreement, which is filed as an exhibit to the Company's
Form 8-K.
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.
The Merger Agreement and the consummation of the Offer, merger
and other transactions contemplated in the Merger Agreement have
been unanimously approved by Maxwell's board of directors, all of
whom recommend to the Company's stockholders that they accept the
Offer and tender their Maxwell shares pursuant to the Offer. The
directors and certain officers of Maxwell and I2BF Energy Limited
have agreed to tender all of their Maxwell shares in the Offer,
which in the aggregate represent approximately 7.56% of the
outstanding shares of Maxwell common stock.
"We are very excited with today's announcement that Tesla has
agreed to acquire Maxwell. Tesla is a well-respected and
world-class innovator that shares a common goal of building a more
sustainable future," said Dr. Franz
Fink, President and Chief Executive Officer of
Maxwell. "We believe this transaction is in the best interests
of Maxwell stockholders and offers investors the opportunity to
participate in Tesla's mission of accelerating the advent of
sustainable transport and energy."
DLA Piper, LLP (US) represented Maxwell as outside legal
counsel, and Barclays Capital Inc. served as independent
advisor to Maxwell in connection with the transaction.
Wilson Sonsini Goodrich & Rosati
represented Tesla as outside legal counsel.
About Maxwell Technologies
Maxwell is a global leader in the development and manufacture of
innovative, cost-effective energy and power delivery solutions. We
have developed and transformed our patented, proprietary and
fundamental dry electrode manufacturing technology that we have
historically used to make ultracapacitors to create a breakthrough
technology that can be applied to the manufacturing of batteries.
Our ultracapacitor products provide safe and reliable power
solutions for applications in consumer and industrial electronics,
transportation, renewable energy and information technology. For
more information, visit www.maxwell.com.
Additional Information and Where to Find It
The
exchange offer referenced in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell shares, nor is it a substitute for any offer materials that
Maxwell will file with the U.S. Securities and Exchange Commission
(the "SEC"). At the time the exchange offer is commenced, Tesla and
its acquisition subsidiary will file a tender offer statement on
Schedule TO, Tesla will file a registration statement on Form S-4
and Maxwell will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the exchange offer. THE
EXCHANGE OFFER MATERIALS (INCLUDING AN OFFER TO EXCHANGE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER EXCHANGE OFFER DOCUMENTS)
AND THE SOLICITATION / RECOMMENDATION STATEMENT WILL CONTAIN
IMPORTANT INFORMATION. THE COMPANY STOCKHOLDERS ARE URGED TO READ
THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE COMPANY
SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
EXCHANGING THEIR SECURITIES. The Solicitation/Recommendation
Statement, the Offer to Exchange, the related Letter of Transmittal
and certain other exchange offer documents will be made available
to all Maxwell's stockholders at no expense to them. The exchange
offer materials and the Solicitation / Recommendation Statement
will be made available for free on the SEC's website at
www.sec.gov. Copies of the documents filed with the SEC by Tesla
will be available free of charge under the Financials heading of
the Investor Relations section of Tesla's website at
ir.tesla.com/investor-relations. Copies of the documents filed with
the SEC by Maxwell will be available free of charge under the SEC
filings heading of the Investors section of Maxwell's website at
investors.maxwell.com.
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 Maxwell's 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, Maxwell's 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:
- Risks related to the ability of Maxwell to consummate the
proposed transaction on a timely basis or at all;
- The satisfaction of the conditions precedent to consummation of
the proposed transaction, including having a sufficient number of
Maxwell's shares being validly tendered into the exchange offer to
meet the minimum condition;
- Maxwell's ability to secure regulatory approvals on the terms
expected in a timely manner or at all;
- disruption from the transaction making it more difficult to
maintain business and operational relationships;
- the negative side effects of the announcement or the
consummation of the proposed transaction on the market price of
Maxwell's common stock or on Maxwell's operating results;
- significant transaction costs;
- unknown liabilities;
- the risk of litigation and/or regulatory actions related to the
proposed transaction;
- the pace of change and innovation in dry electrode
technology;
- the competitive nature of the market in which Maxwell
participates;
- Maxwell's ability to protect its intellectual property
rights;
- the ability to develop new technologies, products, services and
product features;
- other business effects, including the effects of industry,
market, economic, political or regulatory conditions;
- future exchange and interest rates;
- changes in tax and other laws, regulations, rates and
policies;
- future business combinations or disposals;
- the uncertainties inherent in research and development;
and
- competitive developments
For further information regarding risks and uncertainties
associated with Maxwell's business, please refer to the
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Risk Factors" sections of our SEC
filings, including, but not limited to, our annual report on Form
10-K and any subsequent quarterly reports on Form 10-Q. Copies of
these documents are available with the SEC at www.sec.gov or
may be obtained by visiting our investor relations website at
investors.maxwell.com. The forward-looking statements contained
herein are based on the current expectations and assumptions of
Maxwell and not on historical facts. All information in this
release is as of February 4, 2019.
The Company undertakes no duty to update any forward-looking
statement to reflect actual results or changes in the Company's
expectations.
Maxwell Technologies Contacts:
Investors:
Glenn Wiener, GW Communications:
212-786-6011; gwiener@GWCco.com
Media: Steve Hoechster, GW Communications:
212-786-6015; shoechster@GWCco.com
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SOURCE Maxwell Technologies, Inc.
