Maxwell To Acquire Nesscap - Quick Facts

(RTTNews) - Maxwell Technologies, Inc. (MXWL) and Nesscap Energy Inc. (NCE.V) announced they have entered into an agreement in which Maxwell proposes to acquire substantially all of the assets and business of Nesscap. Maxwell will purchase the operating entities of Nesscap for a total purchase price of $23.175 million. The purchase price will be paid by the issuance of approximately 4.6 million Maxwell shares, subject to a 10% upward or downward adjustment. The transaction is expected to be immediately accretive to Maxwell's non-GAAP earnings per share following close, which is anticipated to be in second quarter of 2017, and Maxwell expects the Nesscap business to deliver positive adjusted EBITDA in 2017.

Nesscap is an award-winning global leader in technology innovation and product development of ultracapacitors. Attributes of the ultracapacitor allow for the technology to be used in applications where power, life cycle requirements or environmental conditions limit the suitability of batteries or capacitors. Nesscap products are available in both cells and modules and are used to enhance the performance of modern applications ranging from portable electronic devices to high performance windmills and high-tech "green" cars.

"With the acquisition of the Nesscap business, Maxwell will be stronger and better equipped to help existing and new customers address the growing demand for advanced ultracapacitor solutions to improve energy efficiency and meet government mandates for reduced emissions," said Franz Fink, Maxwell's CEO.

Nesscap shareholders and debt holders are expected to own approximately 12% of Maxwell's total outstanding common shares following completion of the transaction. Maxwell entered into a principal shareholders agreement with I2BF and Arbat, which together own approximately 80% of the common shares of Nesscap, and will represent approximately 10% of the ownership of Maxwell following closing. Maxwell has agreed to appoint a representative of I2BF and Arbat to Maxwell's Board.