TORONTO, Sept. 09, 2019 (GLOBE NEWSWIRE) -- Effective today, the previously-announced court-approved plan of arrangement carried out under the provisions of Section 192 of the Canada Business Corporations Act (the “Transaction”) for Hydrogenics Corporation (NASDAQ: HYGS; TSX: HYG) (the “Company”) was completed and Atlantis Acquisitionco Canada Corporation (the “Purchaser”), a subsidiary of Cummins Inc. (“Cummins”), acquired all of the outstanding common shares of the Company (the “Shares”).
Pursuant to the Transaction, the Purchaser acquired 15,486,610 Shares, representing 81.4% of the issued and outstanding Shares, for cash consideration of US$15.00 (C$19.84) per Share, and The Hydrogen Company, a wholly-owned subsidiary of L’Air Liquide S.A. (“Air Liquide”), contributed all of its 3,537,931 Shares, representing 18.6% of the outstanding Shares, for common shares of the Purchaser on a one-for-one basis, representing a value of US$53,068,965 (C$70,205,464), in lieu of receiving the cash consideration from the Purchaser for its Shares. Each outstanding DSU, PSU and RSU of the Company was surrendered to the Company and cancelled in exchange for US$15.00 (C$19.84) per unit, and each outstanding Option of the Company was surrendered to the Company and cancelled in exchange for the payment of the positive difference between US$15.00 (C$19.84) and the exercise price payable under such Option. The total cash consideration paid by the Purchaser was US$244,051,347 (C$322,858,003).
Immediately before the completion of the Transaction, Cummins and the Purchaser did not have beneficial ownership of, or control and direction over, any securities of the Company. Air Liquide, indirectly through The Hydrogen Company (each a joint actor, under Canadian securities laws, of Cummins and the Purchaser), had beneficial ownership of, and control and direction over, 3,537,931 Shares, representing approximately 18.6% of the issued and outstanding Shares. Pursuant to the Transaction, The Hydrogen Company contributed all of its 3,537,931 Shares for 3,537,931 common shares of Purchaser, and concurrently purchased an additional 226,667 common shares of the Purchaser. Immediately following the completion of the Transaction, the Purchaser has beneficial ownership of and control over 19,024,541 Shares, representing 100% of the issued and outstanding Shares. The purpose of the Transaction was to enable the Purchaser to acquire all of the issued and outstanding Shares.
The Purchaser’s head office is located at 100 King Street West, Suite 1600, 1 First Canadian Place, Toronto, Ontario, Canada M5X 1G5. Cummins’ head office is located at 500 Jackson Street, Columbus, Indiana, United States 47201. Air Liquide’s head office is located at 75, quai d'Orsay, 75007 Paris, France and The Hydrogen Company’s head office is located at 6, rue Cognacq-Jay, 75007 Paris, France.
This press release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which the Company is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with the Company’s documents on the System for Electronic Document Analysis and Retrieval (SEDAR) and may be obtained upon request from Kevin R. Caudill, Secretary, Atlantis Acquisitionco Canada Corporation, tel. 1 (812) 377-3609. The Company’s head office address is located at 220 Admiral Boulevard, Mississauga, Ontario L5T 2N6.
For more information, please contact:
Atlantis Acquisitionco Canada Corporation
100 King Street West, Suite 1600
1 First Canadian Place
Toronto, Ontario M5X 1G5