SAN DIEGO, Feb. 14, 2019 /PRNewswire/ -- Maxwell Technologies, Inc. (Nasdaq: MXWL or the "Company" or "Maxwell"), a leading developer and manufacturer of energy solutions, today announced it has filed its Form 10-K with the Securities and Exchange Commission ("SEC") for the period ended December 31, 2018.
On February 3, 2018, the Company entered into an Agreement and Plan of Merger ("Merger Agreement") to be acquired by Tesla, Inc. (Nasdaq: TSLA or "Tesla"). The Merger Agreement contemplates that Tesla will commence an all stock exchange offer for all issued and outstanding shares of Maxwell (the "Offer"), after which the Company will be merged with a Tesla subsidiary and become a wholly-owned subsidiary of Tesla. The Offer will value each share of Maxwell common stock at $4.75 per share. Due to the Definitive Agreement and pending close, which is subject to the successful tender and exchange of shares, certain regulatory approvals and customary closing conditions, the Company will not be hosting a teleconference and webcast at this time. While there can be no assurances on the closing date, the Company anticipates that the merger will be consummated in the second quarter of 2019, or shortly thereafter, should all conditions be met and subject to the timing of the aforementioned approvals.
Additional terms and conditions related to this Merger Agreement can be found in the Company's Form 8-K filed on February 4, 2019 with the SEC. Additional information on the Company's results of operations for year ended December 31, 2018 can be found in the Company's Form 10-K which was filed today, February 14, 2019.
Forward-Looking Statements Maxwell cautions you that statements included in this news release referenced herein that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Maxwell's results to differ materially from historical results or those expressed or implied by such forward-looking statements. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction, Maxwell's plans, objectives, expectations and intentions, the financial condition, results of operations and business of Maxwell, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things:
the risk that the pending acquisition by Tesla does not close due to regulatory approval, either party deciding to terminate the agreement after five months from the signing, or the failure of one or more of the other conditions to close under the merger agreement we entered into with Tesla in the anticipated timeframe or at all;
disruption from the merger making it more difficult to maintain our customer, supplier, key personnel and other strategic relationships;
uncertainty as to the market value of the Tesla merger consideration to be paid in the merger below an agreed to floor trading price of Tesla common stock at the time of closing;
the risk that required governmental approvals of the merger (including antitrust approval) will not be obtained or that such approvals will be delayed beyond current expectations;
the risk that required review and approval of the Form S-4 registration statement for the Tesla common stock to be issued in the merger will be delayed beyond current expectations, including for any delay that may result from a government shut-down;
the risk of litigation in respect of either Tesla or Maxwell or the merger;
our intentions, beliefs and expectations regarding our expenses, cost savings, sales, operations and future financial performance;
our operating results;
our ability to manage cash flows;
our ability to develop, introduce and commercialize new products, technologies applications or enhancements to existing products and educate prospective customers;
anticipated growth and trends in our business;
our ability to successfully complete one or more financings;
our ability to otherwise obtain sufficient capital to meet our operating requirements, including, but not limited to, our investment requirements for new technology and products, or other needs;
our ability to manage our long-term debt and our ability to service our debt, including our convertible debt;
risks related to changes in, and uncertainties with respect to, legislation, regulation and governmental policy;
risks related to tax laws and tax changes (including U.S. and foreign taxes on foreign subsidiaries);
risks related to our international operations;
our expectations regarding our revenues, customers and distributors;
our beliefs and expectations regarding our market penetration and expansion efforts, especially considering the small number of vertical markets and a small number of geographic regions;
our expectations regarding the benefits and integration of recently-acquired businesses and our ability to make future acquisitions and successfully integrate any such future-acquired businesses;
our ability to protect our intellectual property rights and to defend claims against us;
dependence upon third party manufacturing and other service providers, many of which are located outside the U.S. and our ability to manage reliance upon certain key suppliers;
our anticipated trends and challenges in the markets in which we operate; and
our expectations and beliefs regarding and the impact of investigations, claims and litigations
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 our SEC filings, including, but not limited to, our annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q. Copies of these documents are available with the SEC at www.sec.gov or may be obtained by visiting our investor relations website at investors.maxwell.com. The forward-looking statements contained herein are based on the current expectations and assumptions of Maxwell and not on historical facts. All information in this release is as of February 14, 2019. The Company undertakes no duty to update any forward-looking statement to reflect actual results or changes in the Company's expectations.