SAN DIEGO, Sept. 19, 2017 /PRNewswire/ -- Maxwell
Technologies, Inc. (NASDAQ: MXWL) ("Maxwell"), a leading developer
and manufacturer of capacitor energy storage and power delivery
solutions, today announced its intention to offer, subject to
market and other conditions, $50.0
million aggregate principal amount of convertible senior
notes due 2022 (the "notes") in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). Maxwell also expects to
grant the initial purchaser of the notes an option to purchase up
to an additional $7.5 million
aggregate principal amount of notes.
The notes will be senior unsecured obligations of Maxwell and
will accrue interest payable semiannually in arrears. Prior to the
close of business on the business day immediately preceding
June 15, 2022, the notes will be
convertible upon the satisfaction of certain conditions and during
certain periods into cash, shares of Maxwell's common stock, or a
combination of cash and shares of Maxwell's common stock, at
Maxwell's election. Thereafter until close of business on the
business day immediately preceding maturity, the notes will be
convertible at the option of the holders at any time regardless of
these conditions. The notes will not be redeemable at Maxwell's
option prior to September 20, 2020.
On or after September 20, 2020, all
or any portion of the notes will be redeemable at Maxwell's option
at a redemption price equal to 100% of the principal amount of the
notes, plus accrued and unpaid interest to, but excluding the
redemption date, if the last reported sale price of Maxwell's
common stock for at least 20 trading days in any 30 consecutive
trading day period has been at least 130% of the conversion price
then in effect for the notes. The interest rate, initial conversion
rate and other terms of the notes will be determined at the time of
the pricing of the offering.
Maxwell intends to use the net proceeds from the offering for
general corporate purposes, which may include research and
development expenses, capital expenditures, working capital and
general and administrative expenses.
In connection with the offering and in advance of pricing the
offering, Maxwell intends to terminate its Stock Purchase
Agreement, dated April 10, 2017, with
SDIC Fund Management Co., Ltd.
The offer and sale of the notes and the shares of Maxwell common
stock, if any, issuable upon conversion of the notes have not been
and will not be registered under the Securities Act or applicable
state securities laws, and the notes and such shares may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state securities laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy the notes or
any shares of Maxwell common stock issuable upon conversion of the
notes, nor shall there be any sale of the notes or such shares, in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful.
About Maxwell Technologies
Maxwell is a global leader in the development and manufacture of
innovative, cost-effective energy storage and power delivery
solutions. Our ultracapacitor products provide safe and reliable
power solutions for applications in consumer and industrial
electronics, transportation, renewable energy and information
technology. Our CONDISĀ® high-voltage grading and coupling
capacitors help to ensure the safety and reliability of electric
utility infrastructure and other applications involving transport,
distribution and measurement of high-voltage electrical energy. For
more information, visit www.maxwell.com.
Forward-Looking Statements
In addition to historical facts, this press release contains
forward-looking statements that involve a number of risks and
uncertainties such as those, among others, relating to Maxwell's
expectations regarding the completion, timing, terms and size of
its proposed notes offering. Among the factors that could cause
actual results to differ materially from those indicated in the
forward-looking statements are risks and uncertainties associated
with market conditions, whether Maxwell will offer the notes or be
able to consummate the proposed offering at the anticipated size or
on the anticipated terms, or at all, the satisfaction of closing
conditions related to the proposed offering, the potential
termination of the Stock Purchase Agreement with SDIC Fund
Management Co., Ltd., as well as risks and uncertainties associated
with Maxwell's business and finances in general. For further
information regarding risks and uncertainties associated with
Maxwell's business, please refer to the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and
"Risk Factors" sections of Maxwell's SEC filings, including, but
not limited to, the annual report on Form 10-K and quarterly
reports on Form 10-Q. Forward-looking statements speak only as of
the date the statements are made and are based on information
available to Maxwell at the time those statements are made and/or
management's good faith belief as of that time with respect to
future events. Maxwell undertakes no duty to update any
forward-looking statement to reflect actual results or changes in
Maxwell's expectations.
Investor Contact: Soohwan
Kim, CFA, The Blueshirt Group, +1 (858) 503-3368,
ir@maxwell.com
Media Contact: Sylvie
Tse, Metis Communications, +1 (617) 236-0500,
maxwell@metiscomm.com
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SOURCE Maxwell Technologies, Inc.