BDA advises UQM Technologies on equity issue & JV with China National Heavy Duty Truck/Sinotruk

BDA is pleased to announce that its client, UQM Technologies Inc (NYSE MKT:UQM) has entered into a definitive stock purchase agreement (“Agreement”) with China National Heavy Duty Truck Group Co Ltd through its wholly owned subsidiary, Sinotruk (BVI) Ltd (collectively, “CNHTC”), the parent company of Sinotruk (Hong Kong) Ltd (“Sinotruk”), a leading Chinese commercial vehicle manufacturer.

• CNHTC owns a majority of Sinotruk, a leading, multi-billion dollar global manufacturer of heavy and light-duty commercial trucks and buses, and related key vehicle parts and components
• The transaction will take place in two stages: the first stage having CNHTC purchase a 9.9% ownership in UQM for approximately $5.1m, and the second stage, after required approvals, increasing the ownership to 34% of UQM on a fully diluted basis for approximately $23.2m
• UQM and CNHTC plan to form a JV in China to support Sinotruk in the commercial vehicle electrification market along with supply to other Chinese customers
• The second stage is subject to approval by the shareholders of UQM and clearance from the Committee on Foreign Investment in the United States (“CFIUS”)
• Upon closing of the second stage, CNHTC will have the right to nominate up to three of eight total directors to UQM’s board of directors

UQM and CNHTC plan to create a JV to manufacture and sell electric propulsion systems for commercial vehicles and other vehicles in China. CNHTC has headquarters in Jinan, China.

CNHTC’s investment and creation of the JV is planned to occur in two stages. First, CNHTC will acquire newly issued common shares of UQM, resulting in a 9.9% ownership interest of common shares issued and outstanding. This is expected to close within 30 days of signing of the Agreement. Second, CNHTC will acquire additional newly issued common shares resulting in CNHTC owning a total of 34% of UQM’s issued and outstanding common stock on a fully diluted basis. The purchase price is $0.95 per share, which represents a 15% premium over the 30-day closing price average for the period ending on the last trading date before signing. The total transaction will bring approximately $28.3m in cash to UQM.

The terms of the Agreement were unanimously approved by the boards of directors of both companies. UQM shareholders will continue to hold their shares in UQM, and UQM stock will continue to be traded on the NYSE MKT.

The Agreement is subject to usual and customary closing conditions, and closing of the second stage will require approval by UQM’s shareholders representing a majority of UQM’s voting shares. Closing is expected to occur as soon as possible following shareholders’ approval and receipt of approval from the Committee on Foreign Investment in the United States (“CFIUS”) and the required Chinese regulatory authorities. The parties expect the closing will occur in December 2017.

As part of the Agreement, the parties have agreed that following the closing, CNHTC will have the right to nominate up to three of eight total directors to UQM’s board of directors with one CNHTC representative expected to be elected as the Chairman of the Board. CNHTC is the parent company of Sinotruk (Hong Kong) Limited (“Sinotruk”), a leading heavy-duty commercial vehicle manufacturer in China and one of the largest commercial vehicle groups in the world. In addition to heavy and light-duty commercial trucks and buses, they also manufacture key parts and components such as engines, cabins, axles, steel frames, and gearboxes. In Sinotruk’s annual report for the year ended December 31, 2016, Sinotruk reported audited revenues from these vehicles, parts, and components of US$4.9bn. They also reported shipping over 172,000 commercial vehicles and over 106,000 engines. Sinotruk has over 25,000 employees.

After the closing of the Agreement, UQM and CNHTC intend to form a JV for the manufacture and sale of electric propulsion systems in China. The parties expect Sinotruk to be a significant purchaser of electric drive trains from the JV for Sinotruk’s commercial vehicles and other customers will be identified for sales as well.

“After a long and thorough process to find the right strategic partner to enter the China market and expand globally, we are thrilled to be joining forces with CNHTC,” said Joe Mitchell, President and CEO of UQM. “Finding a strong strategic partner in Asia has been a major priority for UQM with our potential partner meeting three key criteria: 1) provide the necessary capital to allow us to enter the China market; 2) provide the infrastructure to support our continuing product development and operations; and 3) provide access to customers in China to grow our business. In all respects, CNHTC definitely meets all of these criteria. We believe CNHTC’s size, global presence, and experience in commercial vehicles and desire to become a major player in the new energy market in China will enable us to accelerate our strategic initiatives and also makes us a much stronger company, creating long-term shareholder value. This alliance provides UQM with access to the largest electric vehicle market in the world and provides us with a much stronger competitive position in the global market for electric vehicles. We believe our shareholders, customers and employees will all benefit from this alliance, as it should put us in a position to fully capitalize on our world class products and technology in the rapidly expanding transportation electrification market.”

“Vehicle electrification is the future and we are delighted to bring UQM technology and capabilities into the CNHTC organization,” said Mr. Ma Chunji, Chairman of CNHTC.

“UQM has developed some of the world’s leading electric propulsion systems and has a team of talented people which is key to developing leading edge technologies. We are excited about UQM’s future growth prospects and the value that each party brings to the new alliance.”

Advisors
BDA Partners is acting as financial advisor, and Snell & Wilmer L.L.P. as US legal advisor to UQM. Ellenoff Grossman & Schole LLP serves as US legal advisor to CNHTC on this transaction.