• Deal valued at up to $16 million
• Ballard retains certain fuel cell assets related to unmanned vehicle applications
For Immediate Release – August 31, 2018
VANCOUVER,
BC, CANADA and SOUTHBOROUGH, MA, USA –
Ballard Power Systems (NASDAQ: BLDP; TSX: BLDP) today announced that it has entered
into a definitive agreement to divest certain non-core assets of its subsidiary,
Protonex, related to the Power Manager business to Revision Military Ltd. (www.revisionmilitary.com), a private U.S.-based company, for up to $16.0 million in
cash. Ballard will retain certain assets related to fuel cell propulsion
systems for military and commercial unmanned vehicles.
Terms of the transaction include upfront consideration of
$4.75 million to Ballard – payable in cash and note – subject to a customary
working capital adjustment, and up to a further $11.25 million, based on
achievement of specific sales objectives during a 12-month earn-out period. The transaction is expected to close within the next 60 days, subject to customary
closing conditions.
Randy MacEwen, Ballard President and CEO said, “This
divestiture is consistent with our strategy of continuous portfolio
optimization. We decided to divest Protonex assets that are no longer aligned
with Ballard’s strategic fuel cell focus, while retaining assets related to the
unmanned vehicle market, under the Ballard brand. The divestiture reduces
complexity while adding fuel for us to invest in our core fuel cell business.”
Mr. MacEwen continued, “We originally acquired Protonex to
provide strategic diversification and to engage the U.S. military complex as a
potential customer for portable fuel cell products. With the developing value
proposition and attractive market opportunities for fuel cell electric vehicles
or FCEVs in Heavy- and Medium-Duty Motive markets, including bus, truck, rail,
marine and other applications, we are divesting the Power Manager business to
focus on core fuel cell market opportunities. The Power Manager business is a
good long-term business that better complements the Revision strategy.”
Jonathan Blanshay, CEO of Revision Military commented, “Revision
is in the business of developing and supplying leading-edge protective
equipment, along with innovations in power management and integrated systems,
for mission critical military and tactical use. We are confident that our
corporate platform, along with planned increases in U.S. defense spending and achievement
of Milestone C, create a compelling growth opportunity for the Protonex Power
Manager business.”
In 2015 Ballard paid approximately $17.5 million in shares
and cash to acquire Protonex, which included the Power Manager business, a Solid
Oxide Fuel Cells business which was divested in January 2018, and the unmanned
vehicle business.
For additional information regarding
unmanned vehicles, please visit http://www.ballard.com/markets/uav.
About Ballard Power Systems
Ballard Power Systems (NASDAQ: BLDP; TSX: BLDP) provides
clean energy products that reduce customer costs and risks, and helps customers
solve difficult technical and business challenges in power and energy. To learn more about Ballard,
please visit www.ballard.com.
This release contains forward-looking statements
concerning future events or developments, anticipated product performance,
customer benefits and market demand for our products. These forward-looking
statements reflect Ballard’s current expectations as contemplated under section
27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Any such forward-looking
statements are based on Ballard’s assumptions relating to its financial
forecasts and expectations regarding its product development efforts,
manufacturing capacity, and market demand.
These statements involve risks and uncertainties that
may cause Ballard’s actual results to be materially different, including
general economic and regulatory changes, detrimental reliance on third parties,
successfully achieving our business plans and achieving and sustaining
profitability. For a detailed discussion of these and other risk factors that
could affect Ballard’s future performance, please refer to Ballard’s most
recent Annual Information Form. Readers should not place undue reliance on
Ballard’s forward-looking statements and Ballard assumes no obligation to
update or release any revisions to these forward looking statements, other than
as required under applicable legislation.
This press release does not constitute an offer to
sell or the solicitation of an offer to buy
securities. The Ballard Common Shares have not been registered under the
United States Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Further Information: Guy McAree +1.604.412.7919, media@ballard.com or investors@ballard.com