No coin nor oath required. For personal study only.
T he boards of Hydrogenics Corpor- ation and Stuart Energy Systems Corporation -both based in the Toronto suburb of Mississauga -have agreed that Hydrogenics will acquire Stuart Energy in a deal worth approximately C$155 million (US$129 million). Hydrogenics is making a share exchange takeover bid to acquire all of the issued and outstanding common shares of Stuart Energy, at an exchange ratio of 0.74 Hydrogenics shares for every Stuart Energy share.
The offer has the unanimous support of Stuart Energy's board of directors, which is recommending that the company's shareholders accept the offer. A number of its largest shareholders and each of its directors and officers, who collectively hold 13.6m shares representing approximately 37% of Stuart Energy's issued and outstanding common shares, have entered into a lock-up agreement with Hydrogenics, and agreed to tender their shares to the offer.
'This acquisition gives us a breadth of capabilities, sustainability and resources that we previously did not possess,' comments Pierre Rivard, president/CEO of Hydrogenics. 'In addition to expanded market and product penetration, the combination will expand our revenue base and cash reserves considerably, and we expect it will be accretive to earnings, EBITDA and cashflow. The acquisition is also consistent with our strategy of nurturing a portfolio of value streams so as to reduce our exposure to a singular product, singular market and singular adoption rate.' Jon Slangerup, president/CEO of Stuart Energy, adds that both companies have pursued complementary strategies to achieve profitability through targeting large existing commercial markets, managing cash utilization, partnering with strong strategic partners, and offering a compelling portfolio of multi-purpose products. 'By combining the strengths of our two teams,
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