BDA Partners is pleased to announce that its client, UQM Technologies (“UQM”), a leading US manufacturer of electric motors, generators, power electronic controllers, and fuel cell compressors, has signed a definitive agreement to sell newly issued common shares representing 58% of UQM (54% on a fully-diluted basis) to a wholly-owned subsidiary of Hybrid Kinetic Group (“HKG”), a Hong Kong manufacturer of electric motor vehicles and advanced battery materials. The partnership with HKG brings UQM capital, infrastructure and access to the China market, the largest electric vehicle market in the world. BDA is acting as exclusive financial advisor to UQM.
The stock issuance will generate approximately US$48m of cash to UQM. The purchase price is US$0.72 per share, which represents a 6.4% premium over the 90-day closing price average and a 14% premium over the closing price on June 28, 2016. The sale, which is subject to government regulatory approvals and other customary closing conditions, is targeted to close in the fourth quarter of 2016.
Following the closing of the transaction, UQM will continue to support its existing customers around the world as well as develop new business programs. UQM’s headquarters will remain in Longmont, Colorado. As part of the agreement, UQM’s board will increase to nine directors composed of UQM’s current CEO, three current UQM independent directors, and five directors nominated by HKG.
Joseph Mitchell, President and CEO of UQM, said “We are thrilled to be joining forces with HKG. Finding a strong strategic partner in Asia has been a priority for UQM with our potential partner meeting three key criteria: 1) provide the necessary capital to allow us to enter the China market; 2) provide the infrastructure to support our continuing product development and operations; and 3) provide access to customers in China to grow our business. The investment by, and continuing partnership with, HKG accomplishes all of these criteria. We believe HKG’s knowledge and experience in the new energy market in China will enable us to accelerate our strategic initiatives and make us a stronger competitor in North America and globally, while creating long-term shareholder value. This alliance provides UQM with access to the largest electric vehicle market in the world and provides us with a much stronger competitive position in the global market for electric vehicles. We think this is a great win for our shareholders, customers, and employees.”
Dr. Yeung Yung, Chairman of HKG, commented “We are delighted to welcome UQM to the HKG organization. UQM has developed the world’s leading electric propulsion systems and has a team of talented people that is second to none. We are excited about UQM’s future growth prospects and the value that each party brings to the new alliance.”
Euan Rellie, Senior Managing Director at BDA, said “We’re pleased to be advising on this transaction. We’re confident that this new partnership will enable UQM to leverage its technical ability into developing electric motors with HKG’s experience in the China market and to spur progress in the fast-growing global electric vehicle market. BDA continues to find and secure high-quality Asian investment and acquisition interest for strong Western clients. We are succeeding in executing seamless cross-border transactions.”
BDA Partners is acting as financial advisor and Sherman & Howard LLC as US legal advisor to UQM. Duff & Phelps provided a fairness opinion to the special committee of independent directors of UQM’s Board of Directors. Locke Lord LLP serves as US legal advisor to HKG on this transaction.
BDA Deal Team
Euan Rellie, Senior Managing Director, New York
Kent Ng, Director, Shanghai
Taylor Whitman, Director, New York
David Kim, Analyst, New York
Maoying Kong, Analyst, Shanghai
Jennifer Lee, Analyst, Hong Kong
UQM Technologies, Inc. (NYSE MKT: UQM) 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, military 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. www.uqm.com
Hybrid Kinetic Group (1188: Hong Kong) is a Bermuda incorporated corporation and headquartered in Hong Kong. HKG is principally engaged in the environmental automobile and related business. It is a developer and manufacturer of lithium-ion powered batteries and is in the business of development and manufacturing of electric and hybrid vehicles. HKG was founded by Dr. Yeung Yung. Dr. Yeung was previously the chairman, chief executive officer and president of Brilliance China Automotive Holdings Limited and was also the chairman and president of Shenyang Jinbei Passenger Vehicle Manufacture Co Ltd from 1992 to 2002. Dr. Yeung is a well-known, successful automotive industrialist with over 18 years’ experience in the auto industry as well as a pioneering international financier from China. www.hk1188.etnet.com.hk
BDA Partners is a leader in cross-border investment banking involving Asia. BDA advises on M&A, capital raising, and restructuring. BDA has been consistently owned and managed by the same team since 1996. BDA has a track record of providing independent advice to blue-chip corporate and financial sponsor clients from North America, Europe, and Asia. BDA is headquartered in New York with offices in London, Dubai, Mumbai, Ho Chi Minh City, Hong Kong, Shanghai, Beijing, Seoul, and Tokyo. BDA was named M&A Advisory Firm of the Year at The ACG Champions Awards in 2015. BDA formed a partnership with William Blair & Company in 2011. www.bdapartners.com
BDA carries out its US securities business through BDA Advisors Inc, a broker-dealer registered with the US Securities and Exchange Commission (SEC) and a member of FINRA and SIPC. BDA’s UK subsidiary is authorised and regulated by the Financial Conduct Authority. BDA’s HK subsidiary is licensed and regulated by the Securities & Futures Commission.
Forward-Looking Statements: 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 UQM’s plans, beliefs or current expectations; including those plans, beliefs and expectations of management with respect to, among other things, the receipt and timing of required approvals and satisfaction of other significant conditions to the closing of the transaction with HKG, UQM’s ability to successfully gain access to the Chinese electric vehicle market as a result of this transaction, and UQM’s ability to secure the anticipated benefits for its shareholders, customers, and employees. Closing of the transaction is subject to the receipt of necessary approval from UQM’s shareholders, as well as the shareholders of HKG and approval from U.S. and Hong Kong governmental authorities. Other 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-Q’s, which are available through our website at www.uqm.com or at www.sec.gov.
Additional Information and Where to Find It: This communication does not constitute a solicitation of any vote or approval. This communication relates to a proposed issuance and sale of stock by UQM to a wholly-owned subsidiary of Hybrid Kinetic Group, Limited (“HKG”) that will result in HKG obtaining majority control of UQM. In connection with this proposed transaction, UQM may file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document UQM may file with the SEC in connection with the proposed transaction. INVESTORS AND SHAREHOLDERS OF UQM ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to shareholders of UQM. Investors and shareholders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by UQM through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by UQM will be available free of charge on the Company’s internet website at www.uqm.com or by contacting the Company’s corporate secretary’s office at 4120 Specialty Place, Longmont CO 80504 or by calling (303) 682-4900.
Participants in Solicitation: UQM, its directors and certain of its executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in such solicitation in connection with the proposed merger will be set forth in the proxy statement if and when it is filed with the SEC. Information about the directors and executive officers of UQM is set forth in UQM’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016 and other reports and statements filed with the SEC, including UQM’s proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on August 12, 2015, UQM’s Quarterly Reports on Form 10-Q and UQM’s Current Reports on Form 8-K. These documents can be obtained free of charge from the sources indicated above. Additional 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 relevant materials to be filed with the SEC when they become available