November 15, 2004

Hydrogenics proposes takeover of Stuart Energy Systems

MISSISSAUGA, ONT-In a transaction valued at approximately $155 million (Cdn), Hydrogenics last week proposed a share exchange takeover of Stuart Energy Systems. The merger would put the two companies-both leading innovators in hydrogen and fuel cell technology-in a more competitive position in global markets, by combining their synergies and expanding their financial resources. In addition to financial and management strength, Hydrogenics will have an unmatched product portfolio and expanded global reach. The integrated company also expects to achieve significant synergies in production cost, supply chain management and utilization of existing systems and processes. The offer, which has been endorsed by Stuart Energy's board of directors, is subject to approval by shareholders as well as customary regulatory approvals. Another condition would allow Stuart Energy to terminate the deal if it receives a better offer within the next month; the company would, however, have to pay Hydrogenics a $3.5 million termination fee. On closing of the transaction, Rivard will continue to lead the integrated company Stuart Energy will nominate three directors to the Hydrogenics board of directors. Hydrogenics Corporation (www.hydrogenics.com) is engaged in the commercialization of hydrogen and fuel cell technology for transportation, stationary and portable power applications. The company, based in Mississauga, has operations in British Columbia, Canada, Japan, the U.S. and Germany. Stuart Energy Systems (www.stuartenergy.com) develops and supplies integrated hydrogen infrastructure systems. The company integrates its proprietary water electrolysis hydrogen generation technology with products from corporate partners to serve existing and emerging industrial, distributed power generation and transportation markets.
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