General Motors Holdings LLC - Press Release

TORONTO, Nov. 2 /CNW/ -

    
    1.  Name and address of the offeror

        General Motors Holdings LLC (the "Offeror")
        300 Renaissance Center
        Detroit, Michigan, 48265-3000

    2.  The designation and number or principal amount of securities and the
        offeror's securityholding percentage in the class of securities of
        which the offeror acquired ownership or control in the transaction or
        occurrence giving rise to the obligation to file the news release,
        and whether it was ownership or control that was acquired in those
        circumstances.

        On November 2, 2009 the Offeror acquired ownership and control of
        11,364,006 common shares (the "Acquired Shares") of Hydrogenics
        Corporation (the "Company") from General Motors LLC (formerly known
        as General Motors Company) ("GMC") in connection with the
        implementation of an internal reorganization of the GMC's corporate
        structure described in item 8 below. The Acquired Shares represent
        approximately 12.3% of the issued and outstanding common shares of
        the Company (based upon the 92,407,095 common shares stated to be
        outstanding as of June 30, 2009 by the Company in the Company's
        quarterly financial statements filed on SEDAR on August 14, 2009).

    3.  The designation and number or principal amount of securities and the
        offeror's securityholding percentage in the class of securities
        immediately after the transaction or occurrence giving rise to the
        obligation to file a news release.

        After giving effect to the acquisition of the Acquired Shares
        described in item 2 above, the Offeror owned and controlled
        11,364,006 common shares in the capital of the Company representing
        approximately 12.3% of the issued and outstanding common shares of
        the Company (based upon the 92,407,095 common shares stated to be
        outstanding as of June 30, 2009 by the Company in the Company's
        quarterly financial statements filed on SEDAR on August 14, 2009).

    4.  The designation and number or principal amount of securities and the
        percentage of outstanding securities of the class of securities
        referred to in paragraph 3 over which:

        (i)   the offeror, either alone or together with joint actors, has
              ownership and control,

              After giving effect to the acquisition of the Acquired Shares
              described in item 2 above, the Offeror beneficially owned and
              controlled 11,364,006 common shares in the capital of the
              Company representing approximately 12.3% of the issued and
              outstanding common shares of the Company (based upon the
              92,407,095 common shares stated to be outstanding as of June
              30, 2009 by the Company in the Company's quarterly financial
              statements filed on SEDAR on August 14, 2009).

        (ii)  the offeror, either alone or together with joint actors, has
              ownership but control is held by other persons or companies
              other than the offeror or any joint actor.

              Not applicable.

        (iii) the offeror, either alone or together with joint actors, has
              exclusive or shared control but does not have ownership.

              Not applicable.

    5.  The name of the market in which the transaction or occurrence that
        gave rise to the news release took place.

        The Acquired Shares were acquired by the Offeror by private agreement
        entered into in connection with the implementation of an internal
        reorganization of the GMC's corporate structure described in item 8
        below.

    6.  The value, in Canadian dollars, of any consideration offered per
        security if the offeror acquired ownership of a security in the
        transaction or occurrence giving rise to the obligation to file a
        news release.

        The Acquired Shares were acquired by the Offeror by in connection
        with the implementation of an internal reorganization of the GMC's
        corporate structure described in item 8 below.

    7.  The purpose of the offeror and any joint actors in effecting the
        transaction or occurrence that gave rise to the news release,
        including any future intention to acquire ownership of, or control
        over, additional securities of the reporting issuer.

        As described in the early warning report filed by General Motors
        Corporation on October 26, 2001, the Acquired Shares were issued to
        General Motors Corporation by the Company as consideration for
        entering into a master intellectual property agreement and a
        corporate alliance agreement with the Company. The Acquired Shares
        were then transferred to GMC in connection with the voluntary
        bankruptcy proceedings of General Motors Corporation and, in
        connection with the bankruptcy proceedings, the sale of substantially
        all of its assets to GMC, as described in the early warning report
        filed by GMC on July 10, 2008. As part of, and in connection with,
        the internal reorganization of GMC's corporate structure described in
        item 8 below, the Offeror was assigned, and became a party to, the
        aforementioned master intellectual property agreement and corporate
        alliance agreement and also acquired the Acquired Shares.

        Subject to applicable laws and terms of any agreements between the
        Company and the Offeror, the Offeror may purchase or sell securities
        of the Company in the future on the open market or in private
        transactions, depending on market conditions and other factors
        material to the Offeror.

    8.  The general nature and the material terms of any agreement, other
        than lending arrangements, with respect to securities of the
        reporting issuer, entered into by the offeror, or any joint actor,
        and the issuer of the securities or any other entity in connection
        with the transaction or occurrence giving rise to the news release,
        including agreements with respect to the acquisition, holding,
        disposition or voting of any securities.

        On October 16, 2009 GMC commenced an internal reorganization of its
        corporate structure, which was completed on November 2, 2009,
        consisting of certain steps, including: (i) GM Merger Subsidiary,
        Inc., an indirect wholly-owned subsidiary of GMC, being merged with
        and into GMC, with GMC being the surviving corporation; (ii) GMC
        being converted to a Delaware limited liability company and changing
        its name to General Motors LLC; and (iii) GMC distributing its equity
        interests in certain entities, including its interest the Company, to
        General Motors Holdings LLC.

    9.  The names of any joint actors in connection with the disclosure
        required by this form.

        Not applicable.

    10. In the case of a transaction or occurrence that did not take place on
        a stock exchange or other market that represents a published market
        for the securities, including an issuance from treasury, the nature
        and value in Canadian dollars of the consideration paid by the
        offeror.

        Not applicable. The Acquired Shares were acquired by the Offeror by
        in connection with the implementation of an internal reorganization
        of the GMC's corporate structure described in item 8 above.

    11. If applicable, a description of any change in any material fact set
        out in a previous report by the entity under the early warning
        requirements or Part 4 in respect of the reporting issuer's
        securities.

        Not applicable.

    12. If applicable, a description of the exemption from securities
        legislation being relied on by the offeror and the facts supporting
        that reliance.

        Not applicable.

        DATED November 2, 2009.
    

SOURCE GENERAL MOTORS HOLDINGS LLC

For further information: For further information: Anne T. Larin, Assistant Secretary, Telephone: (313) 556-5000

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GENERAL MOTORS HOLDINGS LLC

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