FORT LAUDERDALE, Fla., Oct. 21 /PRNewswire-FirstCall/ -- Ener1, Inc. (OTC Bulletin Board: ENEI) and Delphi Corp. (NYSE: DPH) have completed a transaction to combine their lithium battery operations into a new company. Ener1 and Delphi expect the new company to benefit from their complementary technical resources, intellectual property and manufacturing assets. The new company will pursue opportunities for high-energy, long-life lithium batteries in diverse markets including power tools, automotive, uninterrupted power supply, medical devices, personal mobility and military applications. (Logo: http://www.newscom.com/cgi-bin/prnh/20040825/FLW010LOGO ) The new company's name, EnerDel, builds upon the venture's capability to deliver new solutions for stored energy and battery power. EnerDel will emphasize the significant performance, size and cost advantages of lithium battery technologies developed by Ener1 and Delphi. Ener1's nanotechnology- based vapor deposition process is expected to offer substantial cost advantages for EnerDel's new battery products due to greater choice of potential electrode materials, faster production times and elimination of binders and coating materials in the production of lithium batteries. Kevin Fitzgerald, Ener1's Chairman and CEO, said: "EnerDel will capitalize on the best aspects of Ener1's and Delphi's lithium battery patent portfolios, which provide the technology foundation for EnerDel to create innovative lithium battery products and market them competitively. Our battery cell production skills are complemented by Delphi's design and production team, cell packaging, systems design and large-scale production expertise. These advantages are now unified in a single company, whose performance risk we believe is reduced because of the combined talents and assets available to it. We expect great things from EnerDel." "EnerDel's low-cost technologies, substantial manufacturing assets and proven quality manufacturing and delivery systems will be significant marketing advantages," said Pankaj Dhingra, Delphi's energy management systems business line executive. Ener1 owns 80.5 % of EnerDel's common stock, and Delphi owns 19.5%. Delphi also received EnerDel 8.25% Series A Preferred Stock with a 90 day right to exchange some or all of the preferred for Ener1 common stock at a price of $1.15 per share. Also as part of the transaction, Delphi obtained warrants to purchase up to 7 million shares of Ener1 common stock. Initially, Delphi will have one representative on the EnerDel board of directors, which will have six members. As part of the transaction, Ener1 invested $15 million in cash into EnerDel for working capital. The funds were provided through an Ener1 financing arrangement totaling $18 million. The structure of the financing is a private placement of Ener1's redeemable preferred stock, along with warrants to purchase shares of Ener1 common stock at $1.25 per share and $1.50 per share. In connection with the initial $15 million, Ener1 issued warrants to purchase approximately 4.17 million shares of Ener1 common stock at $1.25 per share and approximately 4.17 million shares at $1.50 per share. Once the financing is completed, warrants totaling 5 million shares at the $1.25 exercise price and 5 million shares at the $1.50 exercise price will have been issued. The lead investor in the financing is a Swiss company that will hold the shares for the benefit of an affiliate of Ener1 and Ener1 Group, Inc., Ener1's majority shareholder. Mr. Fitzgerald also remarked on Ener1's financing: "We are very gratified to have been able to raise the financing for our investment in EnerDel on favorable terms, given today's capital markets. The terms of the preferred stock financing that we used to fund this transaction are indicative of the continuing support and confidence of our majority shareholder. In addition, we also expect that this transaction will reduce Ener1's overhead costs and cash requirements." EnerDel will be headquartered in Ft. Lauderdale, Florida, but will also utilize Delphi's lithium battery facilities in Indianapolis, Indiana and Delphi's established suppliers, in addition to Ener1's battery, nanotechnology and raw material processing facilities in Ft. Lauderdale. EnerDel will have access to Delphi's electronics, packaging, and systems engineering expertise. EnerDel may also establish large scale manufacturing facilities in low-cost foreign locations in the future to handle high volume production. EnerDel's production management team is experienced in setting up successful offshore production operations, having done so on several occasions for Delphi's manufacturing businesses. About Ener1, Inc. Ener1, Inc. (OTC Bulletin Board: ENEI) develops and markets new technologies and products for clean, efficient energy sources, including high- energy lithium batteries and components, through EnerDel, its majority-owned venture with Delphi Corp. Ener1 also develops and markets nanotechnology- based materials and manufacturing processes and fuel cell systems and components. Ener1's technologies and products have applications for markets that include power tools and industrial equipment, medical devices, hybrid vehicle propulsion and military communications. For more information on Ener1's technologies and products, visit its Web site at http://www.ener1.com or call (954) 556-4020. About Delphi For more information about Delphi and its operating subsidiaries, visit http://www.delphi.com/media . Safe Harbor Statement (Ener1, Inc.) This release contains forward-looking statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995 conveying management's expectations as to the future based on plans, estimates and projections at the time the statements are made. The forward-looking statements contained in this press release involve risks and uncertainties, including, but not necessarily limited to, the ability of Ener1 and EnerDel to successfully develop and market proposed lithium battery products and services, the degree of competition in the market for lithium battery products and services, Ener1's history of operating losses, the lack of operating history for the development stage battery business or EnerDel, the potential need for additional capital, the dependency upon key personnel and other risks detailed in Ener1's annual report on Form 10-KSB for the year ended December 31, 2003, as well as in its other filings from time to time with the Securities and Exchange Commission. These risks and uncertainties could cause actual results or performance to differ materially from any future results or performance expressed or implied in the forward-looking statements included in this release. Neither Ener1 nor EnerDel undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Delphi Forward-Looking Statement All statements contained or incorporated in this press release which address operating performance, events or developments that we expect or anticipate may occur in the future (including statements relating to future sales or earnings expectations, savings expected as a result of our global restructurings or other initiatives, portfolio restructuring plans, volume growth, awarded sales contracts and earnings per share expectations or statements expressing general optimism about future operating results) are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management's current views and assumptions with respect to future events. Important factors, risks and uncertainties which may cause actual results to differ from those expressed in our forward-looking statements are discussed in detail in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the year ended December 31, 2003. In particular, the achievement of projected levels of revenue, earnings, cash flow and debt levels will depend on our ability to execute our portfolio and other global restructuring plans in a manner which satisfactorily addresses any resultant antitrust or labor issues and customer concerns, any contingent liabilities related to divestitures or integration costs associated with acquisitions, and other matters; the success of our efforts to diversify our customer base and still maintain existing GM business; the continued protection and exploitation of our intellectual property to develop new products and enter new markets; and our ability to capture expected benefits of our cost reduction initiatives so as to maintain flexibility to respond to adverse and cyclical changes in general economic conditions and in the automotive industry in each market we operate, including customer cost reduction initiatives, potential increases in warranty costs, pension contributions, healthcare costs, disruptions in the labor, commodities or transportation markets caused by terrorism or war and other changes in the political and regulatory environments where we do business. Delphi does not intend or assume any obligation to update any of these forward-looking statements. Media Contact: Alys Daly 954-556-4020 or 305-815-0312 firstname.lastname@example.org
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