For Immediate Release
VANCOUVER, CANADA –
Ballard Power Systems (NASDAQ: BLDP; TSX: BLD) has announced that it has priced an underwritten offering (“Offering”) of 8,125,000 common shares at a price of U.S. $1.60 per share, for gross Offering proceeds of approximately U.S. $13.0 million.
The net proceeds to Ballard from the Offering are expected to be approximately U.S. $11.8 million, after deducting underwriting discounts, commissions and other estimated Offering expenses. The Offering is expected to close on or about July 7, 2015, subject to customary closing conditions.
Ballard has also granted the underwriters of the Offering a 30-day option to purchase up to an additional 15% of the common shares offered in the Offering to cover overallotments, if any.
Cowen and Company is acting as the sole bookrunner for the Offering. Roth Capital Partners, Lake Street Capital Markets and H.C. Wainwright & Co. are acting as co-managers for the Offering.
Ballard expects to use the net proceeds from the Offering for working capital and other general corporate purposes, including the acquisition of, or investment in, companies, technologies, products or assets that complement Ballard’s business.
The Offering is being made in the United States only under Ballard’s short form Canadian base shelf prospectus (“Prospectus”), dated May 21, 2014, which has been filed with the Canadian securities regulators in each of the provinces and territories of Canada, except Quebec, and the corresponding shelf registration statement on Form F-10, which has been filed with the Securities and Exchange Commission (SEC) under the Multijurisdictional Disclosure System (MJDS) and was declared effective by the SEC on May 22, 2014. A prospectus supplement relating to, and describing the terms of, the Offering will be filed with the British Columbia Securities Commission on a non-offering basis, and with the SEC under the MJDS, and once filed will be available at www.sec.gov and www.sedar.com.
In connection with the offering, Ballard disclosed in the prospectus supplement that it anticipates its second quarter 2015 revenue to be in the range of $10.6 to $11.5 million, and gross margins to be lower than the previous quarter. Ballard also disclosed that it estimates that cash reserves will be between $38.0 and $40.0 million at the end of the second quarter.
Copies of the prospectus supplement and accompanying prospectus relating to the offering may be obtained by contacting Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Attn: Prospectus Department, or by calling (631) 274-2806. The prospectus supplement and accompanying prospectus also will be available on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities, nor will there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
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 www.ballard.com.
Some of the statements contained in this release are forward-looking statements regarding Ballard’s liquidity and financing requirements, 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, such as statements that describe the anticipated offering of securities under the Company's Prospectus and registration statement and supplement, and the anticipated use of proceeds from the Offering. 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 Company's condition requiring anticipated use of proceeds to change, timing of, and ability to obtain, required regulatory approvals, and general economic and regulatory changes.
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.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (631) 274-2806.
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