Hydrogenics Announces US$21 million Private Placement
Mississauga, Ontario – April 28, 2017 – Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG) (the “Company” or “Hydrogenics”), a leading developer and manufacturer of hydrogen generation and hydrogen-based fuel cell modules, today announced that it has entered into a subscription agreement with Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership (“Hejili”) to issue 2,682,742 common shares of Hydrogenics to Hejili on a private placement basis, for gross proceeds to Hydrogenics of US$21,000,000 (the “Private Placement”) or approximately US$7.83 per common share. The subscription price represented a 10% premium to the 20 day volume-weighted average trading price of the Company’s common shares on the NASDAQ for the period ending April 27, 2017. Hydrogenics intends to use the proceeds of the Private Placement for general corporate purposes. Following Completion of the Private Placement, Hejili’s interest in Hydrogenics will be approximately 17.6%.
The subscription agreement provides, among other things, that Hejili will have pre-emptive rights and the right to nominate one director to the board of directors of Hydrogenics, and that Hejili will be subject to certain restrictions, including lock-up, transfer and voting restrictions, subject, in each case, to certain ownership threshold requirements.
The subscription agreement also provides that Hejili will cooperate with Hydrogenics to jointly develop the Chinese market for hydrogen, energy storage and fuel cell products.
The Private Placement is subject to certain closing conditions, including the receipt of all applicable stock exchange approvals and Chinese regulatory approvals. The outside date, after which either the Company or Hejili can terminate the subscription agreement if closing has not occurred by such date, is June 12, 2017, subject to two 15 day extensions at the option of the Company. There can be no assurance that the Chinese regulatory approvals will be obtained before the outside date or at all.
The material change report and subscription agreement will be filed by Hydrogenics on SEDAR and EDGAR.
GMP Securities Asia Limited acted as advisors to Hydrogenics on the Private Placement. Hawkbridge Capital and Northeast Securities acted as advisors to Hejili on the Private Placement.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The securities will not be and have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold into the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act), absent registration or an exemption from registration requirements. The securities have not been and will not be qualified for sale by way of a prospectus under Canadian securities laws.
About Hydrogenics Hydrogenics Corporation (www.hydrogenics.com) is a world leader in engineering and building the technologies required to enable the acceleration of a global power shift. Headquartered in Mississauga, Ontario, Hydrogenics provides hydrogen generation, energy storage and hydrogen power modules to its customers and partners around the world. Hydrogenics has manufacturing sites in Germany, Belgium and Canada and service centers in Russia, Europe, the US and Canada.
About Hejili Headquartered in Fuzhou, Fujian province, China, Fuzhou Bonded Zone Hejili Equity Investment Limited Partnership is a limited partnership founded in 2016. Hejili’s partners include Fujian Snowman Co., Ltd. (SZSE:002639), Ningbo Meishan Bonded Zone Mingde Investment Partnership, Ningbo Meishan Bonded Zone Mingde Investment Partnership, and Snow-Hydro Industrial Investment Management Ltd.
Forward-looking Statements This release contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995, and under applicable Canadian securities law. These statements are based on management’s current expectations and actual results may differ from these forward-looking statements due to numerous factors. Readers should not place undue reliance on Hydrogenics’ forward-looking statements. Investors are encouraged to review the section captioned “Risk Factors” in Hydrogenics’ regulatory filings with the Canadian securities regulatory authorities and the US Securities and Exchange Commission for a more complete discussion of factors that could affect Hydrogenics’ future performance. Furthermore, the forward-looking statements contained herein are made as of the date of this release, and Hydrogenics undertakes no obligations to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, unless otherwise required by law. The forward-looking statements contained in this release are expressly qualified by this.