Cummins is supported by Morgan Stanley & Co. serving as financial advisor, and Gowling WLG (Canada) and Barnes & Thornburg serving as legal counsel for the transaction.
Image: The closing of the acquisition is subject to the satisfaction of customary closing conditions. Photo: Courtesy of Cummins.
US-based engines, filtration and power generation products manufacturer Cummins, through a wholly-owned subsidiary, has signed a definitive agreement to acquire Hydrogenics Corporation, a provider of fuel cell systems.
Under the terms of the agreement, Cummins will acquire all the issued and outstanding shares Hydrogenics, for £11.87 per share in cash, representing an enterprise value of approximately £230m.
Cummins said that the special committee of Hydrogenics Board of Directors has unanimously recommended the transaction, followed by the unanimous approval of all non-interested directors of Hydrogenics.
Cummins chairman and CEO Tom Linebarger said: “We are excited that Cummins has reached an agreement with Hydrogenics to welcome the employees and innovations of one of the world’s leading fuel cell and hydrogen generation equipment providers to our company.
“We look forward to partnering closely with Hydrogenics’ team in the coming weeks as we work toward closing the transaction. Upon closing, we will share more details about the acquisition and our strategy to offer a broad portfolio of power solutions to meet our customers’ needs.”
Cummins said it is planning to close the transaction in the third quarter of 2019.
The Hydrogen Company to maintain its ownership in Hydrogenics
The Hydrogen Company, a wholly-owned subsidiary of L’Air Liquide, and Hydrogenics’ current largest equity shareholder, is expected to maintain its ownership in Hydrogenics following the completion of the transaction.
The closing of the acquisition is subject to the satisfaction of customary closing conditions for a court approved Plan of Arrangement transaction in Canada, including receipt of court approval pursuant to the Canada Business Corporation Act.
The transaction is also subject to the approval of at least 662/3% of the votes cast by shareholders of Hydrogenics as well as the approval by at least 50% of the votes cast by disinterested shareholders, which excludes The Hydrogen Company.
Hydrogenics president and CEO Daryl Wilson said: “It takes vision and an innovative spirit to take on next generation technologies and provide the environment for them to grow. Hydrogenics has worked for 24 years to emerge as a global leader in fuel cell and hydrogen solutions in the power industry. We are deeply honored to now join with Cummins on the transformative journey of next generation clean power solutions.”