The offer expired at 11:59 p.m., Eastern Time, on May 15, 2019 and the deal was sealed.
Tesla announced the final offer for the acquisition of Maxwell Technologies, known manufacturer of ultracapacitors and developer of new dry electrode technology for batteries.
***UPDATE – May 16, 2019 – Tesla has officially acquired Maxwell. Press release from Tesla directly below:
Tesla Completes Acquisition of Maxwell Technologies
PALO ALTO, Calif., May 16, 2019 (GLOBE NEWSWIRE) — Tesla, Inc. (NASDAQ: TSLA) today announced the successful completion of its previously announced offer to exchange all outstanding shares of common stock of Maxwell Technologies, Inc. (“Maxwell”) for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock, without interest and less any applicable withholding taxes.
The exchange offer expired at 11:59 p.m., Eastern Time, on Wednesday, May 15, 2019. As of the expiration of the exchange offer, a total of approximately 36,764,342 shares of common stock of Maxwell were validly tendered in the exchange offer and not validly withdrawn, representing approximately 79% of the aggregate voting power of the shares of Maxwell common stock outstanding immediately after the consummation of the exchange offer. All shares of Maxwell common stock that were validly tendered and not validly withdrawn prior to the expiration of the offer have been accepted by Tesla for payment in accordance with the terms of the exchange offer.
Following to the completion of the exchange offer, Tesla completed the acquisition of Maxwell by consummating the second step merger contemplated by the previously announced merger agreement between Tesla and Maxwell. As a result of this merger, all shares of Maxwell stock that were not tendered in Tesla’s exchange offer were cancelled in exchange for the right to receive the same consideration paid for Maxwell stock in the exchange offer.
The deal, announced earlier this year, is worth some $235 million and is to be completed through the exchange of common stock of Maxwell Technologies for shares of Tesla common stock (Maxwell common stock will be entitled to receive 0.0193 of a share of Tesla).
The deadline for the acquisition was set at 11:59 p.m., Eastern Time, on May 15, 2019.
“Tesla, Inc. today announced the final offer consideration for its previously announced offer to exchange all outstanding shares of common stock of Maxwell Technologies, Inc. for shares of Tesla common stock. Based on the terms of the previously announced merger agreement between Tesla and Maxwell, as well as the terms and conditions set forth in Tesla’s exchange offer materials and related letter of transmittal, if the exchange offer is completed on its currently scheduled expiration date, each share of Maxwell common stock that is validly tendered in the offer and not withdrawn prior to the expiration date of the offer will be entitled to receive 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock, without interest and less any applicable withholding taxes.
Tesla’s exchange offer is scheduled to expire at 11:59 p.m., Eastern Time, on May 15, 2019, unless it is further extended or earlier terminated in accordance with the merger agreement between Tesla and Maxwell. The completion of the offer remains subject to customary closing conditions.”
It’s anticipated that Tesla is mostly interested in the dry electrode technology for batteries, which could enable it to develop its own battery cells that are highly durable and with high energy density (300 Wh/kg with hope for growth towards 500 Wh/kg in the future).
Maxwell Technologies’ scientists wrote in Dry Electrode Coating Technology article:
“Abstract: In this paper we report a truly solventless dry battery electrode (DBE) coating technology developed by Maxwell Technologies that can be scalable for classical and advanced battery chemistry. Unlike conventional slurry cast wet coated electrode, Maxwell’s DBE offers significantly high loading and produces a thick electrode that allows for high energy density cells without compromising physical properties and electrochemical performance. Maxwell’s DBE exhibits better discharge rate capability than those of wet coated electrode. Maxwell has demonstrated scalability by producing robust self-supporting dry coated electrode film in roll form with excellent long-term electrochemical cycle performance, and established large pouch cell prototypes in greater than 10Ah format.”
Source: Tesla, Electrek
Tesla Announces Offer Consideration for Previously Announced Offer to Exchange Maxwell Technologies Common Stock for Tesla Common Stock
PALO ALTO, Calif., May 13, 2019 (GLOBE NEWSWIRE) — Tesla, Inc. today announced the final offer consideration for its previously announced offer to exchange all outstanding shares of common stock of Maxwell Technologies, Inc. for shares of Tesla common stock. Based on the terms of the previously announced merger agreement between Tesla and Maxwell, as well as the terms and conditions set forth in Tesla’s exchange offer materials and related letter of transmittal, if the exchange offer is completed on its currently scheduled expiration date, each share of Maxwell common stock that is validly tendered in the offer and not withdrawn prior to the expiration date of the offer will be entitled to receive 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock, without interest and less any applicable withholding taxes.
Tesla’s exchange offer is scheduled to expire at 11:59 p.m., Eastern Time, on May 15, 2019, unless it is further extended or earlier terminated in accordance with the merger agreement between Tesla and Maxwell. The completion of the offer remains subject to customary closing conditions.