HYGS Hydrogenics Corporation New

CUSIP No. 44883207

13D

 

 

CUSIP No. 44883207

13D

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	L'Air Liquide S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,537,931
		8	SHARED VOTING POWER
			None
		9	SOLE DISPOSITIVE POWER
			3,537,931
		10	SHARED DISPOSITIVE POWER
			None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,537,931
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	18.6% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(2)	Calculated based on 18,987,414 shares of common stock of Hydrogenics Corporation (the “Issuer”), as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission on May 14, 2019.

CUSIP No. 44883207

13D

Item 1.  Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, no par value (“Common Stock”), of Hydrogenics Corporation, a corporation organized under the laws of Canada (the “Issuer”). The address of the principal executive offices of the Issuer is at 220 Admiral Boulevard, Mississauga, Ontario, L5T 2N6, Canada.

 

Item 2.  Identity and Background.

This statement on Schedule 13D is filed by The Hydrogen Company (“H2C”). On December 21, 2018, H2C acquired 3,537,931 shares of the Issuer’s Common Stock, as described more fully in Item 5 below.

 

H2C is a corporation incorporated under the laws of France, having its principal office at 6, rue Cognacq-Jay 75007 Paris, France. H2C’s principal business is principally to develop products, equipment and infrastructure in the field of hydrogen-energy, including through the holding of participations in other companies. The directors and executive officers of H2C and their business address, principal occupation or employment and the name, address, and principal business of the entity for which said occupation or employment is conducted are indicated below.

 

Name		Position		Principal occupation		Business address
François DARCHIS		Chairman of the Board		Senior Vice President, L'Air Liquide SA		L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France
Benoît POTIER		Board member		Chairman of the Board and Chief Executive Officer, L'Air Liquide SA		L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France
Fabienne LECORVAISIER		Board member		Executive Vice-President, L'Air Liquide SA		L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France
Pierre-Etienne FRANC		Chief Executive Officer and Board member		Vice-President - Hydrogen Initiative, L'Air Liquide SA		L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France

 

During the last five years, none of H2C or (to the knowledge of H2C) the directors or executive officers of H2C (a) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This statement on Schedule 13D is also filed by L’Air Liquide S.A., a corporation incorporated under the laws of France, having its principal office at 75, Quai d’Orsay, 75321 Paris, France. L’Air Liquide S.A. is the beneficial owner of all of the outstanding shares of capital stock of H2C and, accordingly, may be considered the beneficial owner of the Common Stock acquired by H2C. L’Air Liquide S.A.’s principal business is the holding of companies active in the provision of industrial and medical gases and related technologies and services. The directors and executive officers of L’Air Liquide S.A. and their business address, principal occupation or employment and the name, address, and principal business of the entity for which said occupation or employment is conducted are indicated below.

 

Name		Position		Principal occupation		Business address
Benoît POTIER		Chairman of the Board and Chief Executive Officer		Same as “Position”		L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France
Thierry PEUGEOT		Board member		NA (retired)		Peugeot S.A. - 75, avenue de la Grande Armee, Paris (75116) - France
Pierre DUFOUR		Board member		NA (retired)		L’Air Liquide S.A. - 75, quai d'Orsay, Paris (75007) - France
Karen KATEN		Board member		Senior adviser, EW Healthcare Partners		EW Healthcare Partners – 280 Park Avenue, 27th Floor East – New York, NY 10017 – USA
Jean-Paul AGON		Board member		Chairman and Chief Executive Officer, L’Oréal		L’Oréal – 41, rue Martre – 92110 Clichy – France
Rebecca Siân HERBERT-JONES		Board member		Member of the board of directors of various companies		11 rue de Saint Senoch, Paris (75017) - France
Sin LENG LOW		Board member		Chairman and Director, Nanyang Academy of Fine Arts (NAFA)		Nanyang Academy of Fine Arts – 80 Bencoolen Street – Singapore 189655
Annette WINKLER		Board member		Member of the Supervisory Board – Mercedes-Benz South Africa		Villa Kayser - Uhlbacher Strasse 7 70329 Stuttgart  – Germany
Philippe DUBRULLE		Board member		Programs & Services Manager, Aerospace & Defense, Air Liquide Advanced Technologies		Air Liquide Advanced Technologies – 2, rue de Clémencière, Sassenage (38360) – France
Geneviève BERGER		Board member		Head of the Research Department, Firmenich SA		Firmenich SA – Route des Jeunes – 1 P.O. Box 239 – 1211 Geneva 8 – Switzerland
Brian GILVARY		Board member		Chief Financial Officer and Director, BP p.l.c		BP p.l.c. – 1 St James’s Square – London SW1Y 4PD – United-Kingdom

During the last five years, none of L’Air Liquide S.A. or (to the knowledge of L’Air Liquide S.A.) the directors or executive officers of L’Air Liquide S.A. (a) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source or Amount of Funds or Other Consideration.

H2C acquired the Common Stock using internal capital of the Air Liquide group.

Item 4.  Purpose of Transaction.

On June 28, 2019, H2C entered into a Funding and Investment Agreement with Cummins Inc. (" Cummins "), pursuant to which H2C and Cummins agreed, among other things: (i) to cooperate with respect to the acquisition of the Issuer; (ii) that H2C would contribute its Common Stock in exchange for common shares in the capital of Atlantis AcquisitionCo Canada Corporation (the " Purchaser "); (iii) to provide funds to effect the Arrangement (as defined below), including for H2C to acquire, directly or indirectly, additional common shares in the capital of Purchaser, for an ultimate interest of up to 19.99% in the Issuer following completion of the Arrangement; and (iv) to certain governance arrangements if the proposed acquisition is completed. The Funding and Investment Agreement is terminable on the closing of the Arrangement, by mutual agreement in writing of both H2C and Cummins, or on December 20, 2019.

If the Arrangement is completed, the Issuer will be de-listed from the Toronto Stock Exchange and the Nasdaq Global Select Market .

CUSIP No. 44883207

13D

Item 5.  Interest in Securities of the Issuer.

On December 21, 2018, the Issuer and H2C entered into a Subscription Agreement (the “ Subscription Agreement ”) pursuant to which the Issuer agreed to issue and sell to H2C 3,537,931 shares of Common Stock, no par value (the “ Purchased Shares ”), for an original issue price of $20,520,000 in cash. The shares were issued on January 24, 2019.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7.  Material to Be Filed as Exhibits.

Exhibit No.		Description
Exhibit 99.1		Subscription Agreement dated as of December 21, 2018 by and between Hydrogenics Corporation and The Hydrogen Company.†**
Exhibit 99.2		Funding and Investment Agreement dated June 28, 2019
Exhibit 99.3		Voting and Support Agreement dated June 28, 2019

 

† The Hydrogen Company agrees to furnish to the SEC a supplementary copy of all omitted schedules and the exhibit to the Subscription Agreement.

 

CUSIP No. 44883207

13D

 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 28, 2019

 

 

	L'AIR LIQUIDE S.A.
	By:	/s/ Fabienne Lecorvaisier
		Name:  Fabienne LECORVAISIER
		Title:   Executive Vice-President