VANCOUVER, Oct. 30 /CNW/ - Ballard Power Systems Inc. (TSX: BLD)(NASDAQ:
BLDP) today announced it has entered into an agreement with Superior Plus
Income Fund (TSX: SPF.UN)(www.superiorplus.com) to reorganize the Company's
business, which will result in non-dilutive financing with net cash proceeds
of approximately C$41 million (US$34 million).
John Sheridan, Ballard's President and CEO stated, "This non-dilutive
financing transaction further bolsters Ballard's already strong balance sheet,
providing net cash proceeds of 41 million Canadian dollars to augment our cash
reserves by more than 50%, compared to June 30, 2008. This is a very positive
development for shareholders and will enable the company to execute its growth
plan without any need for public market financing over the foreseeable
This transaction involves a corporate reorganization, to be completed
under a Plan of Arrangement, under which Superior Plus will transfer
approximately C$46 million to Ballard. Ballard will subsequently transfer all
of its assets and liabilities - including the proceeds from this transaction,
but excluding the Company's tax basis - to a new wholly owned subsidiary
company ("New Ballard"). On completion of the transaction, Ballard
shareholders will have exchanged their Ballard shares on a one-for-one basis
for shares of New Ballard.
New Ballard will carry on Ballard's business operations as a public
entity and will retain all rights to related intellectual property as before
the transaction. New Ballard's cash reserves and shareholders' equity will
both increase by approximately C$41 million. In addition, the reorganization
allows New Ballard to step up the Canadian tax basis in its assets, which will
be applied towards sheltering future taxable income.
As part of the Plan of Arrangement, Superior Plus, on completion of the
transaction, will obtain 100% of the shares of the original Ballard entity.
That entity will retain Ballard's existing tax basis. Superior Plus will have
completed its conversion from an income trust to a corporation.
Completion of the transaction is subject to receipt of court and other
regulatory approvals and consents. It must also be approved by at least
two-thirds of votes cast by both Ballard security holders and Superior Plus
unitholders. Based on a number of factors, including the recommendation of an
independent committee of Ballard's Board of Directors, as well as a fairness
opinion rendered by Ballard's financial advisor for the transaction, Ballard's
Board of Directors unanimously recommends that Ballard security holders
approve the transaction.
Additional details regarding the transaction will be provided to Ballard
security holders in an information circular to be mailed late-November. The
information circular will also be available at www.ballard.com, www.sedar.com
and www.sec.gov/edgar.shtml. A special meeting of security holders will be
held on or about December 18, 2008 in Vancouver, British Columbia. The
transaction is expected to close on or about December 31, 2008.
About Ballard Power Systems
Ballard Power Systems (TSX: BLD)(NASDAQ: BLDP) is recognized as a world
leader in the design, development, manufacture and sale of clean energy fuel
cell products. Ballard's mission is to accelerate fuel cell product adoption.
To learn more about what Ballard is doing with Power to Change the World(R),
This release contains forward-looking statements that are based on the
beliefs and assumptions of Ballard's management and reflect Ballard's current
expectations as contemplated under section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such assumptions relate to our financial forecasts and expectations
regarding our product development efforts, manufacturing capacity, and market
demand. These statements involve risks and uncertainties that may cause our
actual results to be materially different, including, without limitation, the
rate of mass adoption of our products, product development delays, changing
environmental regulations, our ability to attract and retain business partners
and customers, our access to funding, increased competition, our ability to
protect our intellectual property, changes in our customers' requirements, and
our ability to provide the capital required for product development,
operations and marketing. Readers should not place undue reliance on Ballard's
forward-looking statements and Ballard assumes no obligation to update or
release any revisions to these forward looking statements. For a detailed
discussion of the risk factors that could affect Ballard's future performance,
please refer to our most recent Annual Information Form.
Ballard, the Ballard logo and Power to Change the World are registered
trademarks of Ballard Power Systems Inc.
For further information:
For further information: or to arrange an interview with a Ballard
spokesperson, please call: Guy McAree, Ballard Power Systems, (604) 412-7919,