General Motors Holdings LLC - Press Release
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.
For further information: Anne T. Larin, Assistant Secretary, Telephone: (313) 556-5000
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