On October 2, 2001, Ballard Power Systems Inc. agreed to acquire XCELLSIS GmbH and Ecostar Electric Drive Systems L.L.C. from DaimlerChrysler AG and Ford Motor Company in consideration for the issuance by Ballard of 18,403,523 common shares.
XCELLSIS and Ecostar were formed as part of an alliance among the parties in 1997 and 1998 to develop fuel cell systems and electric drive trains for vehicles. These companies are currently jointly owned by Ballard, DaimlerChrysler (which controls XCELLSIS) and Ford (which controls Ecostar). Following the closing of the acquisition, the two companies will be controlled by Ballard and integrated into its business.
DaimlerChrysler and Ford have agreed, for 20 years, to purchase fuel cells and fuel cell engines exclusively from Ballard, to not compete with Ballard and to provide additional management expertise. They also agreed to make an additional equity investment of up to $110 million. The transaction is subject to shareholder and regulatory approval.
Ballard relied on Noordin Nanji (VP, Strategic Development), Paul Lancaster (VP, Finance), Dave Smith (VP, Controller), Michael Rosenberg (Director, Corporate Development) and Stephanie Chan (Manager, Corporate Transactions).
Ballard was represented by the Vancouver office of Lang Michener, including John Stark, Garry Kehler, Charlotte Olsen, David Ross, Amyn Abdula, Michelle Simpson, Candice Alderson (since moved to Ballard), Keenan Hohol, Rubina Jamal, Barbara Snyder and Sharon Wong (all in respect of mergers & acquisitions); Stephen Wortley, Leo Raffin and Kevin Brocklehurst (securities) and François Tougas and Sandra Knowler (competition/antitrust); Cravath Swain & Moore’s John Gaffney, Dede Welles, Julia Rearden-Hamly and Minh Van Ngo (U.S. securities and corporate), Michael Schler and Michael Katz (U.S. tax), Robin Landis (antitrust); Linklaters’ New York office including Jürgen Killius and Ronald Meissner (German tax and corporate) and Brussels office including Wolfgang Deselaers and Eckart Wagner (EU and German competition); Thorstenssein’s Doug Powrie and David Baxter (Canadian tax); and Richards Layton & Finger, P.A.’s Kelly A. Herring of Delaware (corporate). Ballard was represented on labour matters by Lang Michener’s Lou Zivot and David McInnes (Vancouver), Howard Levitt, Kenneth Krupat and Michael Mulroy (Toronto), Irell & Manella LLP’s James Adler and Tom Kirshbaum of Los Angeles, Dykema Gossett’s Debra McCulloch (Detroit) and Linklaters (Frankfurt). The independent committee of the board of Ballard was represented by Lawson Lundell’s David Smith and Michael Lee (Vancouver).
DaimlerChrysler was led by a team based in Stuttgart, Germany comprising Joachim Drees (Director, Corporate Strategy), Michael Winkler (Legal M&A), Klaus Benner (Anti-trust & Corporate), Dr. Wolfgang Bauder (Corporate) and in Auburn Hills, Michigan comprising Allan Huss (antitrust) and Byron Babbish. Goodmans LLP acted as DaimlerChrysler’s Canadian counsel, led by Paul Goldman and Bruce Wright of the Vancouver office, with assistance from Susan Zimmerman (Toronto). Baker & McKenzie’s Dietmar Helms (Frankfurt), assisted by Christian Brodersen and Olaf Gerber, advised as to German corporate law matters, and Dr. Christoph Schmid and Mr. Lars Gersbacher of Wenger Vieli Belser (Zurich) acted as DaimlerChrysler’s Swiss counsel.
Ford was led by a team based in Dearborn, Michigan consisting of Wayne Booker (Vice Chairman), David Prystash (Director, Corporate Business Development), Dennis E. Ross (Vice President and General Counsel), Peter Sherry, Jr. (Assistant General Counsel), Jeffrey Ruprich (Counsel, Corporate Transactions), Kofi Bruce (Manager, Corporate Business Development), Steve Bolerjack (antitrust counsel), Kim Möller (competition, Cologne), Thomas Skelly (international tax counsel), Bonnie Gorichan ( employee benefits counsel) and Daniel Stock (IP counsel), and, in Canada, Ford was advised by Blake, Cassels & Graydon LLP, led by David Jackson of the Toronto office with assistance from Joe Wood, Q.C. of the Vancouver office.
Wenger Plattner’s Werner Wenger and Stephan Cueni attended to Swiss notarization matters on behalf of all parties to the transaction.
Financial advisors to Ballard were Goldman, Sachs & Co. (New York and Toronto) and to Ballard’s independent committee were RBC Dominion Securities Inc. (Vancouver and Toronto). Financial advisors to DaimlerChrysler and Ford were JP Morgan (Chicago, New York and London) who were represented by Clifford Chance Pünder’s Hubert Schmid.