SAN DIEGO, Feb. 14, 2019 /PRNewswire/ -- 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 Company's Form 8-K filed on February 4, 2019 with the SEC. Additional
information on the Company's results of operations for year ended
December 31, 2018 can be found in the
Company's 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 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:
- the risk that the pending acquisition by Tesla does not close
due to regulatory approval, either party deciding to terminate the
agreement after five months from the signing, or the failure of one
or more of the other conditions to close under the merger agreement
we entered into with Tesla in the anticipated timeframe or at
all;
- disruption from the merger making it more difficult to maintain
our customer, supplier, key personnel and other strategic
relationships;
- uncertainty as to the market value of the Tesla merger
consideration to be paid in the merger below an agreed to floor
trading price of Tesla common stock at the time of closing;
- the risk that required governmental approvals of the merger
(including antitrust approval) will not be obtained or that such
approvals will be delayed beyond current expectations;
- the risk that required review and approval of the Form S-4
registration statement for the Tesla common stock to be issued in
the merger will be delayed beyond current expectations, including
for any delay that may result from a government shut-down;
- the risk of litigation in respect of either Tesla or Maxwell or
the merger;
- our intentions, beliefs and expectations regarding our
expenses, cost savings, sales, operations and future financial
performance;
- our operating results;
- our ability to manage cash flows;
- our ability to develop, introduce and commercialize new
products, technologies applications or enhancements to existing
products and educate prospective customers;
- anticipated growth and trends in our business;
- our ability to successfully complete one or more
financings;
- our ability to otherwise obtain sufficient capital to meet our
operating requirements, including, but not limited to, our
investment requirements for new technology and products, or other
needs;
- our ability to manage our long-term debt and our ability to
service our debt, including our convertible debt;
- risks related to changes in, and uncertainties with respect to,
legislation, regulation and governmental policy;
- risks related to tax laws and tax changes (including U.S. and
foreign taxes on foreign subsidiaries);
- risks related to our international operations;
- our expectations regarding our revenues, customers and
distributors;
- our beliefs and expectations regarding our market penetration
and expansion efforts, especially considering the small number of
vertical markets and a small number of geographic regions;
- our expectations regarding the benefits and integration of
recently-acquired businesses and our ability to make future
acquisitions and successfully integrate any such future-acquired
businesses;
- our ability to protect our intellectual property rights and to
defend claims against us;
- dependence upon third party manufacturing and other service
providers, many of which are located outside the U.S. and our
ability to manage reliance upon certain key suppliers;
- our anticipated trends and challenges in the markets in which
we operate; and
- our expectations and beliefs regarding and the impact of
investigations, claims and litigations
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 14, 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.
