Status: Withdrawn and Abandoned
Acquirer: China Heavy Duty Truck Group Co., Ltd. (China)
Acquired: UQM Technologies, Inc. (US)
Value: Approximately US$28.3 million
Industry: Electric Vehicles
UPDATE: On May 9, 2018, UQM Technologies, Inc., announced that it is abandoning its transaction with China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”), after CFIUS “informed UQM that the second stage investment would likely not be approved in its current form, as provided for in the previously announced stock purchase agreement signed by both parties on August 25, 2017.” (UQM Technologies, Inc., Form 8-K, May 9, 2018, SEC Filing.) This transaction was the second stage in a two part investment by CNHTC into UQM Technologies. (See UQM Technologies Press Release, UQM Technologies Announces The Closing Of First Stage Investment By China National Heavy Duty Truck Group Co., Ltd., Form 8-K, Ex-99.1, Sept. 25, 2017, SEC Filing.) The first stage, which closed on September 25, 2017, gave CNHTC a 9.9% ownership in UQM for an investment of approximately $5.1 million. (Id.) UQM Technologies’ goal in entering into the two stage investment plan with CNHTC was “to execute on [its] strategy to become a major player in the electric vehicle propulsion market in China.” (Id.) The second stage of the investment plan, which was contingent on CFIUS clearance, would have increased CNHTC’s ownership in UQM to 34% and given it 3 of 8 director seats for an investment of approximately US$23.2 million. (UQM Technologies, Inc., Form 10-Q, Nov. 2, 2017, SEC Filing.) The parties expected closing of the second stage to occur in December 2017. (Id.)
The parties previously announced on March 5, 2018, that they withdrew their joint notice to CFIUS “[b]ased upon the request of CFIUS . . . to allow for more time for review and consultation.” (UQM Press Release, UQM Technologies and CNHTC Provide Update on CFIUS Application Status, in UQM Technologies, Inc., Form 8-K, Ex-99.1, Mar. 5, 2018, SEC Filing.) UQM later explained that “the application [was] withdrawn to allow for more time to consider modifications to the business relationship of UQM and CNHTC that CFIUS would find acceptable.” (UQM Technologies, Inc., Form 10-K/A, Apr. 30, 2018, SEC Filing.) UQM Technologies stated that “[u]pon completion of this re-evaluation, both parties currently expect to resubmit the application to CFIUS for approval.” (UQM Press Release, in UQM Technologies, Inc., Form 8-K, Ex-99.1, Mar. 5, 2018, SEC Filing.) Given the lack of approval from CFIUS, resulting in the abandonment of the stage two investment, the parties “have decided to jointly explore other options to accomplish their shared business goals in support of UQM’s entry into the China new energy vehicle market.” (UQM Technologies, Inc., Form 8-K, May 9, 2018, SEC Filing.) UQM Technologies stated that they “intend to engage CNHTC in discussions to pursue the possibility of alternative arrangements, including with respect to the contemplated joint venture for which our funding obligation is contingent upon closing of the second stage investment.” (UQM Technologies, Inc., Form 10-Q, May 10, 2018, SEC Filing.)
Posted September 26, 2017
Status: Upcoming/New Filing
UQM Technologies, Inc. announced on September 25, 2017 that is has “closed the first stage investment under its stock purchase agreement with China National Heavy Duty Truck Co., Ltd. (“CNHTC”) through its wholly owned subsidiary Sinotruk (BVI) Limited.” (UQM Press Release, UQM Technologies Announces the Closing of First Stage Investment by China National Heavy Duty Truck Group Co., Ltd., Parent Company of Sinotruk, a Leading Chinese Commercial Vehicle Manufacturer, Sept. 25, 2017.) Through this first stage, “CNHTC has acquired 5,347,300 newly issued common shares of UQM, resulting in a 9.9% ownership interest in UQM.” (Id.) The “second stage investment will require approval by UQM’s shareholders and clearance by the Committee on Foreign Investment in the United States,” but “the parties expect the second stage investment to close as soon as those approvals are received.” (Id.)
Posted on September 9, 2017
Status: Upcoming/New Filing
Colorado based UQM Technologies, Inc. announced that it entered into a Stock Purchase Agreement on August 25, 2017 with China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”) (aka Sinotruk Group), a Chinese state-owned truck manufacturer, through which CNHTC, through its wholly owned subsidiary Sinotruk (BVI) Limited, (collectively, the “Buyer”), will acquire UQM shares and will enter into a joint venture with UQM to manufacture and sell electric propulsion systems for vehicles in China. (UQM Press Release, UQM Technologies Announces the Signing of a Definitive Stock Purchase Agreement with China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”), Parent Company of Sinotruk, a Leading Chinese Commercial Vehicle Manufacturer, Aug. 28, 2017.) “UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, and industrial markets.” (Id.) The transaction has two stages: in the first stage, within 30 days of execution, CNHTC will acquire 9.9% of the total outstanding shares of common stock of UQM Technologies for approximately $5.1 million (see UQM Technologies Form 8-K, Aug. 30, 2017, SEC Filing.); the second stage will involve the creation of the joint venture and the acquisition of additional UQM Technologies shares resulting in the CNHTC indirectly owning a total of 34% of UQM Technologies’ then-outstanding common stock. (Id.) “The parties have agreed to submit a joint draft and final voluntary notice relating to the Second Stage Investment to CFIUS as promptly as practicable.” (Id.) CFIUS clearance is a condition to the completion of the second stage. (See Sections 6.01(b) and 5.10(b), Stock Issuance and Purchase Agreement, Ex-10.1 to UQM Technologies Form 8-K, Aug. 30, 2017, SEC Filing.)
