| Transaction
Reduces Cash Consumption and Paves the Way for Next Generation Automotive
Program Development Funding
VANCOUVER, British Columbia-- Ballard
Power Systems Inc. (CA:BLD)(BLDP). All figures are reported in US dollars,
unless otherwise noted.
Ballard Power Systems Inc., DaimlerChrysler
AG, ("DaimlerChrysler") and Ford Motor Company ("Ford") have signed an
agreement for the previously announced sale of Ballard's German subsidiary,
Ballard Power Systems AG ("BPSAG"), to DaimlerChrysler and Ford.
"Completing this sale will have four
key benefits to Ballard," said Dennis Campbell, Ballard's President and
Chief Executive Officer. "First, it provides immediate cash benefit to
Ballard with recovery of at least USD$20 million in expenses incurred since
August 2004 and a reduction in annual cash consumption of approximately
USD$25 million. Second, our committed and outstanding share capital is
reduced by 14 per cent, on a fully diluted basis. Third, it initiates the
Fourth Alliance Agreement and the next-generation development agreements
with our Alliance Partners, Ford and DaimlerChrysler, under which our partners
will fund up to USD$59 million for the development of our next generation
vehicular fuel cell and electric drive system. Finally, by divesting BPSAG
to our Alliance Partners, we can focus on our core competency, fuel cell
development, and on reaching the targets outlined in our Technology 'Road
Map'."
The transaction is subject to approval
by Ballard's shareholders at a Special Meeting of Shareholders to be held
in Vancouver on August 29, 2005. The transaction is also subject to any
required approvals of regulatory agencies in Canada, the United States
and Germany, all of which are expected to be received in August 2005. Ballard
will issue a proxy circular related to the transaction to all shareholders
at the beginning of August, which will contain more details about this
transaction and the terms of the principal transaction agreements. The
transaction is expected to close shortly after shareholder approval is
granted.
Additionally, the acquisition agreement
contemplates that after shareholder approval, the parties will complete
the transaction, including entering into the Fourth Alliance Agreement
and development agreements for the next generation vehicular fuel cell
and electric drive train.
The board of directors of Ballard
has determined that the transaction is in the best interests of Ballard
and is fair to its shareholders, and has approved the transaction. A committee
of independent board members retained RBC Capital Markets as financial
advisors. In addition, Ballard's management retained Goldman Sachs as financial
advisors.
"The Acquisition Agreement marks
an important next step towards series production of fuel cell technology,"
said Dr. Thomas Weber, Member of the Board of Management of DaimlerChrysler
AG, responsible for research and technology and for development at the
Mercedes Car Group. "It is a consequent and strategic move which allows
all partners to concentrate on their core competencies, thus bringing the
best results for a strong and successful Alliance and strengthening its
position in global competition."
"We believe that fuel cell technology
will play an important role in future mobility. As such, Ford Motor Company
is committed to the continued success and strength of this Alliance," said
Dr. Gerhard Schmidt, Vice President Ford Research and Advanced Engineering.
"This agreement also enables us to develop and refine our systems engineering
in a way that maximizes the unique attributes of our vehicles and allows
us to integrate the systems knowledge gained from our successful hybrid
electric vehicle development."
Key Terms of the Acquisition Agreement
Upon completion of the transaction,
Ballard will continue to be responsible for the design, development and
manufacture of vehicular fuel cells for its Alliance partners. DaimlerChrysler
and Ford will be jointly responsible for the design, development and manufacture
of the vehicular fuel cell support system. Under the terms of the Acquisition
Agreement:
- DaimlerChrysler and Ford will return
to Ballard 9.0 million Ballard common shares in exchange for Ballard's
50.1 per cent interest in BPSAG. These shares will be cancelled.
- The forward sale agreement, which
committed Ballard to purchase the remaining 49.9 percent interest of BPSAG
from DaimlerChrysler in exchange for the issuance of 7.6 million shares
of Ballard to DaimlerChrysler, will be cancelled. As a result, BPSAG will
be wholly-owned by DaimlerChrysler and Ford.
- Ballard will be reimbursed at closing
for BPSAG net operating expenses incurred between August 1, 2004 and the
closing date of the transaction. This payment, net of other purchase price
adjustments, is estimated to be at least USD$20 million.
- Ballard will receive a royalty-free
license to all existing vehicular fuel cell support systems technology
for use in non-vehicular applications.
- Ballard will provide, under separate
contract, field support and warranty services for the demonstration fuel
cell buses in Europe, Australia and China. This contract is worth approximately
$3.6 million in revenue to Ballard.
The Fourth Alliance Agreement and
Development Agreements
At closing, Ballard and its Alliance
partners have agreed to sign the Fourth Alliance Agreement and agreements
for the next generation automotive fuel cell and fuel cell vehicle electric
drive development programs. A complete discussion of these agreements will
be provided in Ballard's Proxy Circular, which will be delivered to shareholders
at the beginning of August.
The Fourth Alliance Agreement reflects
the following principal changes from the existing Third Alliance Agreement:
- Changes to reflect the transfer
of BPSAG to DaimlerChrysler and Ford, including:
- Amending the existing non-competition
arrangement to restrict Ballard from competing with the automotive OEMs
in relation to automotive fuel cell support systems;
- Ensuring DaimlerChrysler and Ford
have the freedom to operate in automotive fuel cell support systems; and
- Ensuring all three parties are
able to coordinate their separate development efforts in these areas.
- Changes to provide each of the
parties with greater flexibility while respecting the principles upon which
the Alliance is based, including:
- Providing Ballard with an enhanced
ability to deal with non-Alliance customers;
- Providing DaimlerChrysler and Ford
with greater clarity regarding their rights in the event Ballard's technology
does not remain competitive, including, under certain limited circumstances,
the right to withdraw from the Alliance; and
- In exchange for USD$12.5 million,
payable to Ballard through the return of 3.0 million Ballard common shares
owned by Ford, the Fourth Alliance Agreement will impose no restrictions
on Ford with respect to hybrid electric drives. Ballard will retain the
right to obtain a license from Ford to any electric drive patents that
Ford develops for its hybrid vehicles, for use in fuel cell and battery
powered vehicles.
- Changes to ensure that DaimlerChrysler
and Ford do not lose their existing special shareholder rights due to changes
in their Ballard share holdings resulting from this transaction.
- Changes to support Ballard's plan
to further develop its manufacturing capabilities, including a commitment
from DaimlerChrysler and Ford to source a minimum 25 percent of their vehicular
fuel cell requirements from Ballard, subject to standard commercial terms,
if they acquire license rights from Ballard to produce vehicular fuel cells
in the future.
The Development Agreements will provide
for the following:
- Funding from DaimlerChrysler and
Ford of up to USD$37 million for the development of Ballard's next generation
vehicular fuel cell, subject to the completion of work and achievement
of technical milestones by Ballard.
- Funding from DaimlerChrysler and
Ford of up to USD$22 million for the development of Ballard's next generation
electric drive for fuel cell vehicles, subject to completion of work by
Ballard.
About DaimlerChrysler
DaimlerChrysler has the world's largest
fleet of more than 100 fuel-cell vehicles, which meet zero-emission requirements,
in everyday operation with customers throughout the world. No other automotive
manufacturer has as many fuel cell vehicles in use. Altogether, more than
60 Mercedes-Benz A-Class "F-Cell" passenger cars are in operation in Germany,
the USA, Japan and Singapore. Since 2003, 30 Mercedes-Benz fuel-cell buses
have been operating in the public transport systems of 10 European cities.
These buses have driven more than 800,000 kilometers (500,000 miles) in
more than 57,000 hours of operation, and have carried more than three million
passengers. Three more buses have been in service since 2004 in Perth,
Australia, and another three are to be supplied to the city of Beijing
this year. DaimlerChrysler is a pioneer in the field of fuel-cell research
and has been intensively involved in this development with its partner,
Ballard, since the early 1990s. The first fuel cell vehicle was developed
in 1994; more than 20 research vehicles and prototypes have since followed.
About Ford
This year, Ford Motor Company is
deploying 30 Ford Focus Fuel Cell Vehicles in demonstration fleets around
the world. Five of the 30 already are in Vancouver and Victoria, British
Columbia - Canada's first long-term, real world demonstration of fuel cell
powered vehicles. Other Focus FCVs are being deployed in Berlin and Aachen,
Germany; and in Sacramento, Calif., Orlando, Fla., and Southeast Mich.,
as part of a U.S. Department of Energy supported project. These demonstration
fleets will be operated by customers and monitored by engineers for up
to three years.
About Ballard
Ballard Power Systems is recognized
as the world leader in developing, manufacturing and marketing zero-emission
proton exchange membrane fuel cells. Ballard's mission is to develop fuel
cell power as a practical alternative to internal combustion engines through
technology leadership.
To learn more about what Ballard
is doing with Power to Change the World(R), visit www.ballard.com.
This release contains forward-looking
statements that are based on the beliefs of Ballard's management and reflect
Ballard's current expectations as contemplated under section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended. When used in this release, the words
"estimate", "project", "believe", "anticipate", "intend", "expect", "plan",
"predict", "may", "should", "will", the negative of these words or such
other variations thereon or comparable terminology are intended to identify
forward-looking statements. Such statements reflect the current views of
Ballard with respect to future events based on currently available information
and are subject to risks and uncertainties that could cause actual results
to differ materially from those contemplated in those forward-looking statements.
Ballard, the Ballard logo, Nexa and Power to Change the World are registered
trademarks of Ballard Power Systems Inc.
Ballard Power Systems Inc. (CA:BLD)
(BLDP)
SOURCE: Ballard Power Systems Inc.
Ballard Power Systems Inc.
Rebecca Young
(604) 454-0900
OR
Ballard Power Systems Inc.
Michelle Cormack
(604) 454-0900
Fax: (604) 412-4700
www.ballard.com
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