Hydrogenics to Acquire Stuart Energy Systems

November 23, 2004 by Jeff Shepard

Hydrogenics Corp. (Toronto, Canada), a designer and manufacturer of fuel cell technology, and Stuart Energy Systems Corp. (Mississauga, Canada) have entered into an agreement whereby Hydrogenics has agreed to make a share exchange take-over bid to acquire all of the issued and outstanding common shares of Stuart Energy at an exchange ratio of 0.74 Hydrogenics shares for every one Stuart Energy share.

The offer represents an indicative price to Stuart Energy shareholders of approximately CDN$4.14 per share based on the November 09, 2004, closing share price on the TSX of CDN$5.59 per Hydrogenics’ share. The total transaction value is expected to be approximately CDN$155 million (approximately US$129 million). The offer represents a 32% premium based on the 20-day volume weighted average price of the shares of both Stuart Energy and Hydrogenics.

The integrated company will be well financed and positioned to pursue its business plan for global growth. Following the closing of the transaction, Hydrogenics expects to have approximately US$120 million in cash and short-term investments, a lean structure that can grow with increased adoption of hydrogen and fuel cells, an unmatched product portfolio and an accelerated pathway to profitability.