Maxwell Technologies Announces $218 Million Merger Agreement with Tesla
Maxwell Technologies, Inc. has entered into a definitive agreement to be acquired by Tesla, Inc. Tesla will commence an all stock exchange offer for all the issued and outstanding shares of Maxwell, after which Maxwell will be merged with a Tesla subsidiary and become a wholly-owned subsidiary of Tesla.
The Offer will value each share of Maxwell common stock at $4.75 per share. Pursuant to the Offer, each share of Maxwell common stock will be exchanged for a fraction of a share of Tesla’s common stock, equal to the quotient obtained by dividing $4.75 by a volume weighted average price of one share of Tesla’s common stock as reported on the NASDAQ Global Select Market for the five consecutive trading days preceding the expiration of the Offer, and which is subject to a floor that has been set at 80% of a volume weighted average price of Tesla common stock calculated prior to signing.
The closing of the transaction is subject to the successful tender and exchange of shares, certain regulatory approvals and customary closing conditions. These terms, along with additional terms and conditions of the transaction, can be found in the Company’s Form 8-K filed on February 4, 2019 with the Securities and Exchange Commission and in the Merger Agreement, which is filed as an exhibit to the Company’s Form 8-K.
While there can be no assurances on the closing date, the Company anticipates that the merger will be consummated in the second quarter of 2019, or shortly thereafter, should all conditions be met and subject to the timing of the aforementioned approvals.
The Merger Agreement and the consummation of the Offer, merger and other transactions contemplated in the Merger Agreement have been unanimously approved by Maxwell’s board of directors, all of whom recommend to the Company’s stockholders that they accept the Offer and tender their Maxwell shares pursuant to the Offer. The directors and certain officers of Maxwell and I2BF Energy Limited have agreed to tender all of their Maxwell shares in the Offer, which in the aggregate represent approximately 7.56% of the outstanding shares of Maxwell common stock.
“We are very excited with today’s announcement that Tesla has agreed to acquire Maxwell. Tesla is a well-respected and world-class innovator that shares a common goal of building a more sustainable future,” said Dr. Franz Fink, President and Chief Executive Officer of Maxwell. “We believe this transaction is in the best interests of Maxwell stockholders and offers investors the opportunity to participate in Tesla’s mission of accelerating the advent of sustainable transport and energy.”
Skeleton Technologies CEO Comments on the Tesla/Maxwell Combination
Mr. Taavi Madiberk, the CEO of Skeleton Technologies made the following comments on the Tesla/Maxwell combination: “Tesla has made the right move – the ultracapacitor manufacturer acquisition highlights the evident limits of Li-ion batteries in terms of fast charging and thermal management, whereas ultracapacitors offer fast charging in seconds and ultra-high efficiency, allowing for better thermal management and much longer life-time.
“Mr. Musk has previously stated that he is a big fan of ultracapacitors, but we need a breakthrough of in terms energy density. Tesla has a huge innovation gap: Maxwell Technologies, the company Tesla has acquired, has an energy density of 7Wh/kg, as opposed to Skeleton Technologies’ curved graphene ultracapacitors that offer today ca 20Wh/kg.
“Tesla/Maxwell is currently in a leading market position in the automotive industry, but without closing the innovation gap, they will not stay there for long. Mr. Musk studied ultracapacitors in Stanford during his PhD, but he is underestimating the “R&D hell” to get to higher energy density ultracapacitors.
“We are expanding our manufacturing and R&D capabilities in Germany and have a clear road-map of hitting 60Wh/kg, while retaining charging times measured in seconds and a cost point lower than high power batteries – we do not see Tesla closing the gap any time soon. In fact, key engineering people from Maxwell/Tesla have joined Skeleton recently,” Madiberk concluded.