“We are excited to join Ballard at this transformative time in alternative and clean energy delivery,” stated Protonex founder and CEO Paul Osenar.
Southborough, MA (PRWEB) June 30, 2015
Protonex Technology Corp. (“Protonex”; http://www.protonex.com) today announced that it has signed a definitive agreement to be acquired by Ballard Power Systems (NASDAQ: BLDP; TSX: BLD), a leading provider of clean energy products that reduce customer costs and risks, and helps customers solve difficult technical and business challenges in their fuel cell programs. As consideration for the transaction, valued at $30 million, Ballard is assuming and paying Protonex’s debt obligations at closing, currently estimated at approximately $4.4 million, and paying the balance of approximately $25.6 million through the issuance of approximately 11.2 million Ballard shares. The number of Ballard shares to be issued is subject to adjustment based on the final debt obligations at closing.
Founded in 2000, Protonex is a private company headquartered in Southborough, Massachusetts and currently has 53 employees and approximately 100 patents granted and pending in power management solutions, proton exchange membrane (PEM) fuel cells and solid oxide fuel cells (SOFC), which generate clean energy from readily available fuels such as propane, natural gas, or diesel.
Protonex is the leading provider of intelligent power management products to the U.S. military, having deployed thousands of SPM (Squad Power Manager) and VPM (Vest Power Manager) alternative energy kits to U.S. Army, U.S. Navy, U.S. Marine Corp, U.S. Air Force, U.S. Special Operations Command and U.S. National Guard, as well as to coalition partners worldwide.
“We are excited to join Ballard at this transformative time in alternative and clean energy delivery,” stated Protonex founder and CEO Paul Osenar. “We see enormous potential in applying Protonex’s industry-leading intelligent power management platform, already combat-proven by the U.S. military, to Ballard’s extensive Power Products portfolio and the commercial markets it opens.”
Key synergies in the combined companies include:
1) Access to Commercial Markets – Protonex has established its power management, PEM fuel cell, and SOFC technologies as robust, economical, and valuable to portable military applications. Ballard’s leadership in commercial alternative energy markets provides a ready path to applying these technologies for a host of high-value commercial and industrial applications.
2) Increased Military Offerings – Protonex has become a trusted partner of all branches of the U.S. Department of Defense (DoD) in providing portable power solutions in the 100 watt to 5 kilowatt power range. The company’s military partners have often asked for larger scale alternative energy solutions, and with Ballard’s robust Power Products platform, Protonex will now be in a position to help the DoD solve these larger scale energy challenges.
3) Globalization – Protonex has had some success selling power managers and fuel cells to allied coalition partners, but has not had the resources to scale sales in Europe and Asia. The combined company will have the global presence needed to truly bring the alternative energy advantages now being enjoyed by the U.S. military to coalition partners around the globe.
Randy MacEwen, Ballard President and CEO elaborates, “The acquisition of Protonex represents a win for our customers and shareholders by enabling Ballard to deliver benefits in four key areas: diversification of our Power Products portfolio; top line growth moving forward; greater scale following this transaction; and more rapid progress toward positive earnings, given the high margin revenue generated by Protonex.”
The transaction is expected to close in the third quarter of 2015, subject to Protonex shareholder approval, regulatory approvals and customary closing conditions. The transaction requires approval of shareholders holding more than 50% of the Protonex shares. Ballard has entered into support and voting agreements with each of the directors and executive officers of Protonex, as well as certain major shareholders of Protonex, who collectively hold more than 50% of the currently outstanding shares of Protonex, under which those holders have agreed to vote in favor of the transaction.
Cowen and Company is acting as financial advisor to Ballard. KPMG is acting as financial advisor to Protonex.
About Ballard Power Systems
Ballard Power Systems (NASDAQ: BLDP; TSX: BLD) provides clean energy products that reduce customer costs and risks, and helps customers solve difficult technical and business challenges in their fuel cell programs. To learn more about Ballard, please visit http://www.ballard.com.
About Protonex Technology Corporation
Protonex Technology Corporation has deployed thousands of portable power solutions to the U.S. Army, U.S. Navy, U.S. Marine Corp, U.S. Air Force, U.S. Special Operations Command and U.S. National Guard, as well as to commercial and government-funded institutions, such as the Ocean Observatories Initiative. The only company to commercialize both PEM and SOFC fuel cell technologies, and with in-house research, design, test and manufacturing capabilities, Protonex has the unique capability and flexibility to go rapidly from concept, to design, to field testing, to deployment. Innovators in fuel cell design, and the inventors of the modern Intelligent Power Manager, Protonex continues to provide solutions to power problems for the military, scientific and commercial communities. For more information about Protonex power managers, chargers and fuel cells please visit http://www.protonex.com.
Some of the statements contained in this release are forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended, and U.S. Securities Exchange Act of 1934, as amended, and forward-looking information within the meaning of Canadian securities laws, including statements regarding the completion of the transaction, the expected benefits arising from completion of the transaction, the future growth of Protonex after completion of the transaction and the continued availability of Protonex personnel following completion of the transaction. Since forward-looking statements are not statements of historical fact and address future events, conditions and expectations, forward-looking statements by their nature inherently involve unknown risks, uncertainties, assumptions and other factors well beyond the Company's ability to control or predict. Actual events, results and developments may differ materially from those contemplated by such forward-looking statements. Material factors that could cause actual events to differ materially from those described in such forwarding-looking statements include risks related to the completion of the transaction, such as obtaining all required shareholder, regulatory and other approvals and the satisfaction of the conditions to completion of the transaction and risks relating to Ballard’s successful integration of Protonex and its operations, such as the loss of key personnel due to the transaction, the disruption to the operation of Ballard and Protonex’s respective businesses, the cost of integration exceeding that projected by Ballard and the integration failing to achieve the expected benefits of the transaction.
These forward-looking statements represent the Company's views as of the date of this release. There can be no assurance that forward-looking statements will prove to be accurate, as actual events and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on any forward-looking statements.
Phil Robinson, 508.490.9960 x229, or info(at)protonex(dot)com