Tender Offer Extension for Acquisition of Maxwell Technologies, Inc.
15 March 2019 - 11:18PM
Tesla, Inc. today announced that it has extended the expiration of
its previously announced offer, through its direct wholly-owned
subsidiary Cambria Acquisition Corp., a Delaware corporation, to
acquire each outstanding share of common stock of Maxwell
Technologies, Inc.
The offer is now scheduled to expire at 11:59
p.m., Eastern time, on April 2, 2019, unless it is further extended
or earlier terminated in accordance with the merger agreement. The
offer was previously scheduled to expire at 11:59 p.m., Eastern
time, on March 19, 2019. All other terms and conditions of the
tender offer remain unchanged.
The depositary of the offer has advised that, as
of 5:00 p.m., Eastern time, on March 14, 2019, a total of
approximately 3,094,515 shares of Maxwell common stock had been
validly tendered and not validly withdrawn in the offer.
The closing of the offer remains subject to
customary closing conditions, including the effectiveness of the
registration statement of which the prospectus/offer to exchange
forms a part.
Forward Looking Statements
This communication contains forward-looking
statements that involve risks and uncertainties. These
forward-looking statements are based on current expectations,
estimates and forecasts, as well as the beliefs and assumptions of
Tesla’s management, and are subject to risks and uncertainties that
are difficult to predict. Many factors could cause actual
results or events to differ materially from those anticipated,
including: risks and uncertainties discussed in this communication
and those matters described under the sections entitled “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” of Tesla’s Annual Report on
Form 10-K for the year ended December 31, 2018, subsequent Reports
on Form 8-K, the Schedule TO relating to the offer and other
filings Tesla makes with the SEC. We may not actually achieve the
plans, intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our
forward-looking statements. We do not assume any obligation to
update any forward-looking statements.
Additional Information and Where to Find
It
This communication is neither an offer to
purchase nor a solicitation of an offer to sell shares of Maxwell.
On February 20, 2019, Tesla filed with the SEC a Tender Offer
Statement on Schedule TO and a Registration Statement on Form S-4
and Maxwell filed with the SEC the Solicitation/Recommendation
Statement on Schedule 14D-9. Maxwell’s stockholders are urged to
read the offer materials (including the prospectus/offer to
exchange and the related letter of transmittal) because they
contain important information that stockholders should consider
before making any decision regarding tendering their shares.
The offer materials are available for free at
the SEC’s web site at www.sec.gov. Copies of the offer materials
and Schedule 14D-9 may also be obtained free of charge from
Georgeson LLC, the information agent for the offer, by writing
Georgeson LLC, 290 Avenue of the Americas, 9th Floor, New York, NY
10104, or by calling toll free at (888) 643-8150.
Investor Relations Contact:
ir@tesla.com
Press Contact:
press@tesla.com
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