Cummins closes on its cross-border acquisition of Hydrogenics

09 September 2019

On Sept. 9, 2019, Cummins Inc. (NYSE: CMI) announced that it had closed on the previously announced cross-border acquisition of fuel cell and hydrogen production technologies provider Hydrogenics Corporation, headquartered in Mississauga, Ontario.

Cummins began developing its fuel cell capabilities more than 20 years ago and the acquisition of Hydrogenics with Air Liquide's support accelerates Cummins' ability to further innovate and scale hydrogen fuel cell technologies across a range of commercial markets. Owning both fuel cell and hydrogen generation from electrolysis capabilities will enable the company to offer a full, differentiated hydrogen solution, from start to finish, seamlessly integrated for customers.

The acquisition was completed for $15.00 per share, representing an enterprise value of approximately $290 million and follows the approval of Hydrogenics shareholders, the receipt of approvals from the Ontario Superior Court of Justice, and satisfaction of other customary closing conditions. Air Liquide will own approximately 19 percent of the company while Cummins maintains an approximately 81 percent ownership and will fully consolidate the entity in its financial statements. Hydrogenics will be delisted from the Toronto Stock Exchange and the NASDAQ upon receipt of the final required approvals.

Cummins Inc., a global power leader headquartered in Columbus, Indiana, is a corporation of complementary business units that design, manufacture, distribute and service a broad portfolio of power solutions. The company's products range from diesel and natural gas engines to hybrid and electric platforms, as well as related technologies, including battery systems, fuel systems, controls, air handling, filtration, emission solutions and electrical power generation systems.

Gowling WLG was counsel to Cummins in this transaction with a team led by Nurhan Aycan and that included Kathleen Ritchie, Ian Mitchell and Warren Cass (securities); Marcus Hinkley, Olivia Lifman and Emily Dies (corporate/M&A); Grant Tisdall, Brian Lee, Tania D'Souza Culora, Jasleen Chahal, Sean Gill and Harvey Lim (IP/patents/trademarks); Alan James (technology); Ian MacDonald (competition); Kirsty Strong (real estate); Shefali Rajaputra (employment); Adam Chamberlain and Laura Weingarden (environmental); and Paul Carenza (tax); together with a team of Gowling WLG lawyers based in our UK, Germany, China and Russia offices.

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