COLUMBUS, Ind. — Cummins, Inc. (NYSE: CMI) today announced that it has entered into a definitive agreement to acquire, through a wholly-owned subsidiary, all of the issued and outstanding shares of fuel cell systems provider Hydrogenics Corporation (NASDAQ: HYGS: TSX: HYG) for $15.00 per share in cash, other than shares already owned by the Hydrogen Company, representing an enterprise value of approximately $290 million.
Following the unanimous recommendation of the special committee of Hydrogenics’ Board of Directors, all noninterested directors of Hydrogenics have unanimously approved the transaction and recommend that Hydrogenics shareholders vote in favor of the transaction.
“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,” said Tom Linebarger, chairman and CEO, Cummins, Inc. “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.”
“It takes vision and an innovative spirit to take on next-generation technologies and provide the environment for them to grow,” said Daryl Wilson, president and CEO of Hydrogenics. “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.”
As a part of the transaction, the Hydrogen Company, a wholly-owned subsidiary of L’Air Liquide, S.A., and Hydrogenics’ current largest equity shareholder, will maintain its ownership in Hydrogenics.
The closing of the acquisition of Hydrogenics is subject to the satisfaction of customary closing conditions for a court-approved Plan of Arrangement transaction in Canada. That includes, without limitation, receipt of court approval pursuant to the Canada Business Corporation Act, and the approval of at least 66 2/3 percent of the votes cast by shareholders of Hydrogenics as well as the approval by at least 50 percent of the votes cast by disinterested shareholders, which excludes the Hydrogen Company. The transaction is expected to close in the third quarter of 2019.
Morgan Stanley & Co. LLC. is serving as a financial advisor, and Gowling WLG (Canada), LLP. and Barnes & Thornburg, LLP. are serving as legal counsel to Cummins.
Cummins. Inc., a global power leader, is a corporation of complementary business units that design, manufacture, distribute and service a broad portfolio of power solutions. The company’s products range from diesel and natural gas engines to hybrid and electric platforms, as well as related technologies. Those include battery systems, fuel systems, controls, air handling, filtration, emission solutions and electrical power generation systems. Headquartered in Columbus, Ind. since its founding in 1919, Cummins employs approximately 62,600 people. They are committed to powering a more prosperous world through three global corporate responsibility priorities that are critical to healthy communities: education, environment and equality of opportunity.
Cummins serves customers in approximately 190 countries and territories through a network of approximately 600 company-owned and independent distributor locations, and over 7,600 dealer locations. Cummins earned about $2.1 billion on sales of $23.8 billion in 2018. See how Cummins is powering a world that’s Always On, by accessing news releases and more information at https://www.cummins.com/always-on. Follow Cummins on Twitter at www.twitter.com/cummins and on YouTube at www.youtube.com/cumminsinc.