Plug Power, H Power Merger Moves Forward

March 23, 2003 by Jeff Shepard

Plug Power Inc. (Latham, NY) and H Power Corp. (Belleville, NJ) announced that H Power stockholders will receive 0.8305 shares of Plug Power common stock for each share of H Power common stock held immediately prior to the transaction. The ratio assumes that the merger closes on March 25, 2003, after the meetings of stockholders of both companies scheduled that day to consider approval of the merger transaction.

The transaction value price has been determined to be $47.3 million, which is based upon the determination that net cash, a defined term in the merger agreement that bears upon the calculation of transaction value price, is $33.3 million. The estimated average parent common stock price is determined to be $5.08 per share. Since the estimated average parent common stock price is less than $5.29, the collar provisions of the merger agreement adjust the average parent common stock price to $5.29 for purposes of determining the estimated exchange ratio.