PARIS, Jan. 24, 2019 /CNW Telbec/ - The Hydrogen Company, 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 has acquired ownership and control of 3,537,931 common shares (the "Common Shares") of Hydrogenics Corporation (NASDAQ: HYGS) (TSX: HYG) ("Hydrogenics" or the "Corporation") on January 24, 2019 pursuant to a subscription agreement (the "Subscription Agreement") dated December 21, 2018, representing approximately 18.6% of the issued and outstanding common shares of the Corporation. Air Liquide acquired the Common Shares by way of a non-brokered private placement for an aggregate purchase price of US$20,520,000.00 (C$27,390,096.00), being US$5.80 (C$7.74) per share (the "Private Placement").
Immediately prior to the closing of the Private Placement, Air Liquide did not have beneficial ownership of, or control and direction over, any securities of the Corporation. Immediately following the closing of the Private Placement, Air Liquide owns 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. Air Liquide does not own any other securities of the Corporation.
The Subscription Agreement provides, among other things, for pre-emptive rights and the right to nominate a director to the Corporation's board of directors, and for certain restrictions, including restrictions on transfer and standstill and lock-up restrictions, in each case provided that Air Liquide's ownership and control over Common Shares exceeds a minimum threshold specified in the Subscription Agreement. The Subscription Agreement also provides for voting restrictions for a period of one year following the closing date.
Air Liquide currently has no plans or proposal which would relate to or would result in any of the matters described in Items 5(a)-(k) of Form 62-103F1 – Required Disclosure Under the Early Warning Requirements; however, Air Liquide may, in the future, subject to the terms and conditions of the Subscription Agreement, dispose of, or acquire, additional securities of the Corporation as circumstances warrant.
Air Liquide acquired the Common Shares in connection with a strategic technology collaboration initiative with the Corporation in Canada. Concurrent with the Subscription Agreement, Air Liquide and the Corporation also entered into a technology and business development agreement on December 21, 2018 (the "Development Agreement") to jointly develop PEM electrolysis technologies for growing hydrogen energy markets around the globe.
Pursuant to the Development Agreement, Air Liquide and the Corporation agreed to work with each other, on a non-exclusive basis, to develop and expand technology and market opportunities for projects that involve producing hydrogen by water electrolysis. The Development Agreement provides that each of Air Liquide and the Corporation will treat the other party as its preferred supplier of technology and equipment for use in specified projects involving the production of hydrogen by water electrolysis, subject to specified conditions including favourable pricing.
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 M5T 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 65,000 employees and serves more than 3.5 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 20.3 billion euros in 2017 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 The Hydrogen Company
For further information: Corporate Communications: [email protected], +33 (0)1 40 62 50 59, +33 (0)1 40 62 58 49; Investor Relations: Paris - France, +33 (0)1 40 62 50 87; Philadelphia - USA, +1 610 263 8277