VANCOUVER, March 21, 2013 /CNW/ - Ballard Power Systems (NASDAQ:
BLDP)(TSX: BLD) has announced that it has priced an underwritten
offering (the Offering) of 7,275,000 units at a price of U.S. $1.10 per
unit, for gross offering proceeds of approximately U.S. $8.0 million.
Each unit in the Offering is comprised of one common share and one
warrant to purchase one common share. The common shares and warrants
are immediately separable and will be issued separately, and no units
will be issued or certificated. The warrants are exercisable
immediately upon issuance, having a five-year term and an exercise
price of U.S. $1.50 per share. The warrants are certificated and will
be delivered to the investors by physical delivery following the close.
There is no established public trading market for the warrants and we
do not expect a market to develop.
Ballard has granted the underwriter a 30-day option to purchase up to an
additional 1,091,250 units on the same terms and conditions, solely to
cover over-allotments, if any. The net proceeds to Ballard from the
Offering are expected to be approximately U.S. $7.3 million, after
deducting underwriting discounts, commissions and other estimated
offering expenses and assuming no exercise of the over-allotment
option. The Offering is expected to close on or about March 26, 2013,
subject to customary closing conditions.
The net proceeds of the Offering will be used for general corporate
Lazard Capital Markets LLC is acting as the sole book-running manager
for the Offering.
The Offering is being made in the United States only under Ballard's
short form Canadian base shelf prospectus ("Prospectus"), dated April
23, 2012, which has been filed with the Canadian securities regulators
in each of the provinces and territories of Canada, except Quebec, and
the corresponding shelf registration statement on Form F-10, which has
been filed with the Securities and Exchange Commission (SEC) under the
Multijurisdictional Disclosure System (MJDS) and was declared effective
by the SEC on April 24, 2012. A prospectus supplement (the
"Supplement") relating to, and describing the terms of, the Offering
will be filed with the British Columbia Securities Commission on a
non-offering basis, and with the SEC under the MJDS, and once filed
will be available at www.sec.gov and www.sedar.com. Copies of the Supplement may also be obtained from the offices of
Lazard Capital Markets LLC at 30 Rockefeller Plaza, 60th Floor, New
York, NY, 10020 or via telephone at (800) 542-0970.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities, nor will there
be any sale of the securities in any state or other jurisdiction in
which such offer, solicitation or sale is not permitted.
About Ballard Power Systems
Ballard Power Systems (NASDAQ: BLDP)(TSX: BLD) provides clean energy
fuel cell products enabling optimized power systems for a range of
applications. Products deliver incomparable performance, durability and
versatility. To learn more about Ballard, please visit www.ballard.com.
Some of the statements contained in this release are forward-looking
statements regarding Ballard's liquidity and financing requirements,
within the meaning of the U.S. Securities Act of 1933, as amended, and
U.S. Securities Exchange Act of 1934, as amended, and forward-looking
information within the meaning of Canadian securities laws, such as
statements that describe the anticipated offering of securities under
the Company's Prospectus and registration statement and Supplement, and
the anticipated use of proceeds from the Offering. Since
forward-looking statements are not statements of historical fact and
address future events, conditions and expectations, forward-looking
statements by their nature inherently involve unknown risks,
uncertainties, assumptions and other factors well beyond the Company's
ability to control or predict. Actual events, results and developments
may differ materially from those contemplated by such forward-looking
statements. Material factors that could cause actual events to differ
materially from those described in such forwarding-looking statements
include risks related to the Company's condition requiring anticipated
use of proceeds to change, timing of, and ability to obtain, required
regulatory approvals, and general economic and regulatory changes.
These forward-looking statements represent the Company's views as of
the date of this release. There can be no assurance that
forward-looking statements will prove to be accurate, as actual events
and future events could differ materially from those anticipated in
such statements. Readers should not place undue reliance on any
SOURCE: Ballard Power Systems Inc.
For further information:
Guy McAree, +1.604.412.7919, firstname.lastname@example.org or email@example.com