Dynamic Information
2012-08-10
A123 Systems Announces Non-binding Memorandum of Understanding with Wanxiang Group Corporation for Strategic Investment
A123系統(tǒng)公司宣布與萬向集團達成非約束性的戰(zhàn)略投資意向書
Waltham, Mass.—August 8, 2012—A123 Systems (Nasdaq: AONE), a developer and manufacturer of
advanced Nanophosphate. lithium iron phosphate batteries and systems, today announced that it has
signed a non-binding memorandum of understanding (MOU) with Wanxiang Group Corporation
establishing the framework for a strategic investment through which Wanxiang would invest up to $450 million in A123. Wanxiang is China’s largest automotive components manufacturer and one of China’s largest non-government-owned companies. Wanxiang’s proposed investment in A123 is intended to create the capital structure necessary for the company to continue growing its core businesses, and alignment with Wanxiang is also expected to substantially strengthen A123’s access to the growing vehicle electrification and grid-scale energy storage markets in China.
美國馬薩諸塞州，2012年8月 8 日——A123，一個納米磷酸鹽磷酸鐵鋰鐵電池和系統(tǒng)的先進開發(fā)制造商，今天宣布了與萬向集團的非約束性的戰(zhàn)略投資意向書。根據(jù)這個戰(zhàn)略投資框架協(xié)議，萬向集團將對A123的投資最高可達4.5億美元。萬向集團是中國最大汽車零部件制造商和中國最大民營企業(yè)之一。萬向的戰(zhàn)略投資希望能為A123創(chuàng)造必要的資金結構以使其繼續(xù)保持核心業(yè)務的增長，與萬向的結盟可以實質上地增強A123在車輛電動化和中國電網(wǎng)儲能市場上的增長。
“Today’s announcement is the first step toward solidifying a strategic agreement that we believe would remove the uncertainty regarding A123’s financial situation,” said David Vieau, CEO of A123. “A substantial capital investment from Wanxiang would not only provide financial stability to A123 as we continue to grow, but it would also align us with a large, successful global brand in the automotive and cleantech industries. Wanxiang has a successful track record of operating in the U.S. with significant employment and commitment to good corporate citizenship, and we expect that a strategic agreement with Wanxiang would help enhance our competitive position in the global marketplace, especially in China.”
戴維·衛(wèi)歐，A123首席執(zhí)行官表示，“今天的聲明是走向實質性戰(zhàn)略投資的第一步，我們相信這會消除A123在財務方面的一些不確定性。萬向這一投資不僅為A123提供了財務的穩(wěn)定，以使我們繼續(xù)成長，而且還將我們與一個在汽車和清潔技術產業(yè)可實現(xiàn)巨大的、成功的全球性品牌聯(lián)系起來。萬向在美國擁有長時間且成功的歷史，擁有大量的雇員且擁有良好企業(yè)的記錄。我們期待與萬向的戰(zhàn)略協(xié)議可以幫助我們增強在全球市場、尤其是在中國的競爭地位。”
Wanxiang Group Corporation and its related companies have more than $13 billion in revenue and more than 45,000 employees across its global businesses in equipment and automotive parts manufacturing, clean energy, financial services, agricultural products and natural resources, among others. Through its subsidiaries, including Wanxiang America Corporation, it has more than 3,000 U.S.-based employees.
萬向集團及其關聯(lián)公司的營業(yè)收入超過130億美元，擁有45000多員工，全球性業(yè)務涉及汽車零部件、清潔能源、金融服務、農業(yè)與自然資源等。萬向集團通過萬向美國公司等子公司，在美國擁有超過3000個以上的員工。
“A123 offers industry-leading technology for vehicle electrification and grid-scale energy storage, as well as strong manufacturing and systems engineering capabilities in Michigan and Massachusetts. We think this creates important synergies with Wanxiang, which has been involved in this field for 12 years and has strong R&D and manufacturing capabilities in China, especially as we continue to expand on our strategy of investing in the automotive and cleantech industries in the U.S.,” Weiding Lu, CEO of Wanxiang Group. “This MOU is the first step toward a longer-term agreement through which we plan to build on the foundation A123 has established in the U.S. and help expand the company’s capabilities both domestically and internationally, which we believe would create long-term value to the customers, investors and other stakeholders of both companies.”
萬向集團CEO魯偉鼎說，“A123提供行業(yè)領先的車輛電動化和電網(wǎng)儲能技術，還在密歇根和馬薩諸塞州擁有強有力的制造和系統(tǒng)工程能力。萬向在這些業(yè)務方面已經(jīng)發(fā)展了12年，并已擁有了很強的研發(fā)及制造能力。我們認為A123將與萬向產生很重要的協(xié)同效應，尤其是當我們繼續(xù)在美國汽車和清潔技術產業(yè)擴大戰(zhàn)略投資的時候。這個意向書是走向長期合作的第一步，我們打算在現(xiàn)有美國A123的基礎上，幫助公司擴展在國內和國際上的能力，為客戶、投資者和兩個公司的其他股東創(chuàng)造長期價值。”
Under the proposed terms of the strategic agreement outlined in the MOU, Wanxiang would provide
A123 with up to $75 million in initial debt financing under a Senior Secured Bridge Facility, with an initial credit extension of $25 million and $50 million to be funded after the satisfaction of certain closing conditions, and, subsequently, upon satisfaction of certain closing conditions, purchase $200 million aggregate principal amount of A123’s Senior Secured Convertible Notes. The agreement would also include the potential for Wanxiang to invest up to an additional $175 million if it exercises the warrants that would be issued in connection with the Bridge Facility and the Convertible Notes for cash. Incurrence of the remaining $50 million of loans under the Senior Secured Bridge Facility would be subject to the satisfaction of certain approvals and conditions, including receipt of favorable determination from CFIUS and receipt of Chinese government approvals. Issuance of the Convertible Notes and the related warrants would also be subject to additional conditions, including approval from A123’s shareholders, termination of the Hart-Scott-Rodino waiting period, the conversion or redemption of all the outstanding six percent Convertible Notes and relevant warrants and the repurchase or retirement of at least 90 percent of A123’s outstanding 3.75 percent convertible subordinated notes due 2016.
根據(jù)意向書透露的協(xié)議條款，萬向將以優(yōu)先擔保票據(jù)融資方式向A123提供7500萬美元的初始債務融資，其中包括2500萬美元 的初始信用額度及在滿足一定條件下的5000萬美元貸款。后期在滿足一定條件下，再購買A123總計2億美元優(yōu)先擔保可轉股票據(jù)。協(xié)議還包括萬向1.75億美元的期權認股權證，如果萬向兌現(xiàn)票據(jù)融資和可轉股票據(jù)的認股權證。票據(jù)融資中的5000萬美元貸款的發(fā)行，必須服從和滿足必要的批準和條件，包括美國境外投資委員會、中國政府的批準。可轉換票據(jù)及相關認股權證的發(fā)行，還必須服從和滿足額外的批準和條件，包括A123股東的批準和羅迪諾法案的批準，以及現(xiàn)有的6%可轉換票據(jù)及相關認股權證的兌換或贖回， 現(xiàn)有的2016年到期的3.75%的可轉換次級本票中至少90%被收購或兌現(xiàn)。
According to the proposed terms of the strategic agreement, if the entire amount of the initial debt financing is provided to A123 and the full amount of the warrants and Convertible Notes are issued and exercised for cash, Wanxiang’s total capital investment in A123 from these agreements would total approximately $450 million. The total amount of shares of A123’s common stock issuable upon exercise and conversion of the warrants and Convertible Notes would represent approximately 80 percent of the then outstanding common stock of A123. While the MOU is non-binding and the execution of definitive documentation is subject to negotiation and, among other items, the amendment of agreements with certain of A123’s existing lenders, A123 and Wanxiang are currently negotiating definitive documentation and intend to close the full transaction by the end of 2012. A123 cannot provide any assurance, however, that definitive documentation will be executed, or, if it is executed, that the conditions to funding the full investment will be fulfilled.
按照戰(zhàn)略協(xié)議擬訂的條款，在全部的初始債務融資金額提供給A123，并且已發(fā)行全額的認股權證和可轉換票據(jù)的情況下，萬向在這些協(xié)議中對A123的總投資將達到約4.5億美元。基于行使和轉換票據(jù)的A123普通可發(fā)行股票算，萬向將擁有A123發(fā)行在外的普通股的約百分之八十。盡管這個意向書是非約束性的，簽署確定性的文件還有待于談判，包括與A123 現(xiàn)有的債權人修改有關協(xié)議，A123 和萬向目前正在談判最終的交易合同，并打算在2012年底完成所有交割。但是，對能否簽署最終投資合同，或簽署后能否滿足所有投資條件，A123不能提供任何保證。
This press release shall not constitute an offer to sell nor a solicitation of an offer to buy any of these securities, nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
這一新聞稿并不是一個購買這些證券的要約，也不是在任何情況下銷售證券的要約。
About A123 Systems
A123 Systems, Inc. (Nasdaq: AONE) is a leading developer and manufacturer of advanced lithium-ion
batteries and energy storage systems for transportation, electric grid and commercial pplications. The company’s proprietary Nanophosphate. lithium iron phosphate technology is built on novel nanoscale materials initially developed at the Massachusetts Institute of Technology and is designed to deliver high power and energy density, increased safety and extended life. A123 leverages breakthrough technology, high-quality manufacturing and expert systems integration capabilities to deliver innovative solutions that enable customers to bring next-generation products to market. For additional information please visit www.a123systems.com.
Safe Harbor Disclosure
This press release includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are subject to risks, uncertainties and other important factors, including statements with respect to the expected benefits of Wanxiang’s strategic investment in A123, the expansion of A123’s domestic capabilities and its potential create long-term value for A123’s and Wanxiang’s customers, investors and other stakeholders, the negotiation and execution of definitive documentation relating to the financings, the satisfaction of conditions to closing of each of the financings and the closing of these financings. Among the factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: failure to obtain required stockholder and U.S. and Chinese government approvals, delays in the development of A123''''s products, delays in the scale-up, revalidation and increased efficiency of A123''''s manufacturing capacity, delays in A123''''s production ramp, adverse economic conditions in general and adverse economic conditions specifically affecting the markets in which A123 and Wanxiang operate, and other risks detailed in A123 Systems'''' quarterly report on Form 10-Q for the quarter ended March 31, 2012 and other publicly available filings with the Securities and Exchange Commission. All forward-looking statements reflect A123''''s expectations only as of the date of this release and should not be relied upon as reflecting A123''''s views, expectations or beliefs at any date subsequent to the date of this release.
