UQM Stockholders to Receive $1.71 per Share in
Cash; Conference Call January 22, 2019 at 8:30 a.m. Eastern
UQM Technologies, Inc. (NYSE American: UQM) (“UQM” or the
“Company”), a developer of alternative energy technologies,
today announced that it has entered into a definitive merger
agreement with the Danfoss Power Solutions (US) Company, a
wholly-owned subsidiary of Denmark-based Danfoss A/S (“Danfoss”),
under which Danfoss will acquire all outstanding common shares of
UQM for $1.71 per share in an all-cash transaction valued at
approximately $100 million, including the assumption of UQM’s debt.
Danfoss, a privately-owned multinational company with reported
sales of €5.8 billion in 2017 (2018 full year results to be
released on February 28), is a leading manufacturer of hydraulic
systems, drives, motors, and components for the automotive,
aerospace, HVAC, and energy industries. The merger anticipates that
UQM will become part of the Danfoss Power Solutions segment.
The cash consideration represents a premium of approximately
52.5% over UQM’s closing share price on January 18, 2019 and a
71.4% premium to its weighted average trading price over the
trailing 60 days. The transaction will be funded with Danfoss' cash
on hand and is not subject to any financing condition. The merger
agreement was unanimously agreed to by the Boards of Directors of
both UQM and Danfoss; GDG Green Dolphin, LLC – which holds
approximately 7.4% of the issued and outstanding shares of UQM –
and all UQM directors and officers have executed Voting and Support
Agreements in favor of the acquisition. Closing of the transaction
is subject to approval by two-thirds of UQM shareholders and by the
Committee on Foreign Investment in the United States (“CFIUS”) as
well as other customary closing conditions.
Joe Mitchell, UQM Technologies’ President and Chief Executive
Officer, stated, "We believe UQM will be an excellent addition to
Danfoss as our products, business model, strategy and focus are
closely aligned. Being part of a larger global enterprise will
greatly improve our position to compete with other international
players, open doors to new markets, and provide critical resources
for UQM to continue developing the highly-engineered electric
propulsion products we’re known for today. We believe the
transaction positions UQM well for the future – particularly in key
geographies such as China and India, where Danfoss already operates
– and provides an attractive return for our shareholders. We’re
proud of our many accomplishments and look forward to a future with
Danfoss, with which we can enhance service for our customers,
invest in technology, and adapt to the ever-changing dynamics of
our core markets."
Kim Fausing, President & CEO of Danfoss, added, "It is a
great pleasure to announce this transaction with UQM, which will
position Danfoss for even stronger performance in the industries we
serve. We see fast-growing demand for electric solutions within
buses and trucks, off-highway vehicles, and marine markets in
response to the more stringent emission regulations being imposed –
stimulating interest in the efficiency and productivity gains our
solutions bring. With an established North American presence, UQM
will complement our global sales and manufacturing footprint
nicely, further cementing our strong position in the marine as well
as on- and off-highway markets. I look forward to welcoming the UQM
team to Danfoss and our business."
The transaction is expected to close in the second quarter of
2019, subject to approval by UQM’s shareholders and CFIUS.
Conference Call
The Company will host a conference call tomorrow, January 22,
2019 at 8:30 a.m. Eastern Time to discuss the pending transaction.
To attend the conference call, please dial 888-241-0326
approximately ten minutes before the conference is scheduled to
begin and provide the conference ID “6215898” to access the call.
International callers should dial +1 647-427-3411. The call will
also be webcast (audio) live and accessed from the company’s
website at www.uqm.com/investors, and select “webcasts.” Parties
listening via the webcast will be in a “listen-only” mode. Please
log onto UQM’s website ten minutes prior to the start of the
webcast to register.
The presentation will be made available for replay on the
company’s website under the Investors section. To register, click
here or visit www.uqm.com, click on the Investor tab and select
“Shareholder Update Webcast.” A webcast (audio) replay will be
available two hours following the live event and can be accessed
and replayed at any time.
Advisors
Greenhill & Co. is acting as financial advisor and Winston
& Strawn is acting as legal advisor to Danfoss. Polsinelli is
acting as legal advisor to UQM, and Duff & Phelps provided a
fairness opinion to UQM’s board of directors.
About Danfoss
Danfoss is a multi-industry technology provider divided into
four business segments: Danfoss Power Solutions, Danfoss Cooling,
Danfoss Drives, and Danfoss Heating. Danfoss Power Solutions is a
leading player in hydraulic systems and components for powering
off-highway machinery. Danfoss Cooling is a market leader in the
air-conditioning and refrigeration industry. Danfoss Drives’ key
expertise lies in low-voltage AC drives, power modules, and stacks
for a number of industries. Danfoss Heating enjoys leading
positions within residential heating, commercial heating, and
district energy.
About UQM
UQM Technologies is a developer and manufacturer of power-dense,
high-efficiency electric motors, generators, power electronic
controllers and fuel cell compressors for the commercial truck,
bus, automotive, marine, and industrial markets. A major emphasis
for UQM is developing propulsion systems for electric, hybrid
electric, plug-in hybrid electric and fuel cell electric vehicles.
UQM is TS 16949 and ISO 14001 certified and located in Longmont,
Colorado. For more information, please visit www.uqm.com.
This Release contains statements that constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
These statements appear in a number of places in this Release and
include statements regarding our plans, beliefs or current
expectations; including those plans, beliefs and expectations of
our management with respect to, among other things, UQM
shareholders may not approve the transaction; the conditions to the
completion of the transaction may not be satisfied, or the
regulatory approvals may not be obtained, may be delayed or may be
made subject to additional terms; closing of the transaction may
not occur or may be delayed, either as a result of delays in
approvals, litigation related to the transaction or otherwise;
financial results, including sales, operating costs, and other
costs may be negatively impacted, and relationships with employees,
customers and suppliers may be disrupted or impacted at a level
greater than expected; gaining required certifications, new product
developments, future orders to be received from our customers, and
expected sales of products from inventory, future financial
results, liquidity, and the continued growth of the
electric-powered vehicle industry may be delayed or fail to meet
expectations. Important Risk Factors that could cause actual
results to differ from those contained in the forward-looking
statements are contained in our Form 10-K and Form 10-Qs, which are
available through our website at www.uqm.com or at www.sec.gov.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company plans
to file relevant materials with the Securities and Exchange
Commission (the “SEC”), including a proxy statement. Promptly after
filing its definitive proxy statement with the SEC, the Company
will mail the definitive proxy statement to each stockholder
entitled to vote at the special meeting relating to the
transaction. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES
TO THE TRANSACTION. The definitive proxy statement, the preliminary
proxy statement, and other relevant materials in connection with
the transaction (when they become available), may be obtained free
of charge at the SEC's website (www.sec.gov) or, without charge,
from the Company by mail or online from the Company’s website at
www.uqm.com.
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company stockholders with respect to the proposed transaction.
Information about the directors and executive officers of the
Company is set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2017. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
materials supplied by the Company.
Source: UQM Technologies, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20190121005405/en/
UQM Investor RelationsChris Witty,
646-438-9385cwitty@darrowir.comorUQM Technologies, Inc.David
Rosenthal, 303-682-4900investor@uqm.com
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