Maxwell Technologies has entered into a definitive agreement to be acquired by Tesla in a deal work about $218 million. Tesla will commence an all stock exchange offer for all the issued and outstanding shares of Maxwell, after which it will be merged with a Tesla subsidiary and become a wholly owned subsidiary of Tesla.
Tesla founder and CEO Elon Musk is a long-time self-described “big fan of ultracapacitors” and has suggested that ultracapacitors might be a more likely source of a breakthrough for EV energy storage than batteries, although energy density remains an issue.
The offer will value each share of Maxwell common stock at $4.75 per share. Pursuant to the offer, each share of Maxwell common stock will be exchanged for a fraction of a share of Tesla’s common stock, equal to the quotient obtained by dividing $4.75 by a volume weighted average price of one share of Tesla’s common stock as reported on the NASDAQ Global Select Market for the five consecutive trading days preceding the expiration of the Offer, and which is subject to a floor that has been set at 80% of a volume weighted average price of Tesla common stock calculated prior to signing.
The closing of the transaction is subject to the successful tender and exchange of shares, certain regulatory approvals and customary closing conditions. These terms, along with additional terms and conditions of the transaction, can be found in Maxwell’s Form 8-K filed on 4 February 2019 with the Securities and Exchange Commission and in the Merger Agreement, which is filed as an exhibit to the Company’s Form 8-K.
While there can be no assurances on the closing date, Maxwell 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.
The agreement and transactions have been unanimously approved by Maxwell’s board of directors, all of whom recommend to the stockholders that they accept the offer and tender their Maxwell shares. The directors and certain officers of Maxwell and I2BF Energy Limited have agreed to tender all of their Maxwell shares in the offer, which in the aggregate represent approximately 7.56% of the outstanding shares of Maxwell common stock.
DLA Piper, LLP (US) represented Maxwell as outside legal counsel, and Barclays Capital Inc. served as independent advisor to Maxwell in connection with the transaction. Wilson Sonsini Goodrich & Rosati represented Tesla as outside legal counsel.
New 3.0V product platform. In January, Maxwell Technologies launched a new full-featured 3.0-volt (3.0V) product platform. With the introduction of these next generation ultracapacitors, users have the ability to increase energy and power in the same form factor as the 2.7-volt product line and can significantly cost-optimize their system designs by using fewer ultracapacitor cells or modules.
Alternatively, users can upgrade to a 3.0V solution to extend the expected life of their products. The 3.0V platform is designed for single-cell applications as well as multi-cell complex module systems.
Maxwell’s new 3.0V platform addresses energy storage requirements driven by trends in renewable energy, industrial electrification and smart grid. The growth of renewable energy sources has increased wind turbine installations, which require more energy storage to ensure pitch control during critical moments, such as when the turbine blades must be brought to a standstill. E-commerce has sparked the need for ultracapacitors in warehouses to provide Automated Guided Vehicles (AGVs) with high power and fast charging capabilities. The demand for enhanced connectivity in smart meters for gas, water and electric utilities requires high power functionality to improve accurate meter readings and response time to customers. Whether used alone, integrated into a module assembly or in a hybrid configuration with fuel cells, Maxwell’s 3.0V platform of products can help reduce the overall cost and weight of the system while improving return on investment.
3.0V XP Small Cell Ultracapacitors. The 3.0V platform includes small cells used in actuators, emergency lighting, telematics, automotive, backup systems, smart meter and robotic applications. The 3.0V small cells are an expansion of Maxwell’s XP brand, giving the same performance as the Gen 1 XP line but with a more user-friendly design. Maxwell’s new 3.0V solutions provide a cost-efficient, high performance and long-life platform. The 3.0V, 3-farad (3F), 5F, 10F, 25F and 50F products are sampling now, with additional small, medium and large cells coming out in the near future to further expand the 3.0V platform.
3.0V 3400-Farad (3400F) Ultracapacitor Cell with DuraBlue Advanced Shock and Vibration Technology. The 3.0V cell is the next evolution of the 3400F family, following the 2.7V and 2.85V cells, typically used in industrial and UPS applications, as well as in the wind and heavy transportation industries. The 3.0V 3400F cell has 40% higher power than Maxwell’s 2.7V 3000F cell, in an industry-standard 60-mm cylindrical form factor, as well as a 54% increase in stored energy. The 3.0V cell design uses Maxwell’s proprietary DuraBlue Advanced Shock and Vibration Technology to provide three times the vibrational resistance and four times the shock immunity of the prior generation ultracapacitor cells. Customers can seamlessly upgrade to the 3.0V cell from any of the current 3000F or 3400F products.
Skeptical view from a competitor. Taavi Madiberk, founder and CEO of Skeleton Technologies Group, the European market leader in ultracapacitors, a Bloomberg New Energy Pioneer and a four-time Global Cleantech 100 company, commented on the recent news regarding an acquisition of an ultracapacitor competitor Maxwell Technologies by Tesla:
Tesla has made the right move—the ultracapacitor manufacturer acquisition highlights the evident limits of Li-ion batteries in terms of fast charging and thermal management, whereas ultracapacitors offer fast charging in seconds and ultra-high efficiency, allowing for better thermal management and much longer life-time.
Mr. Musk has previously stated that he is a big fan of ultracapacitors, but we need a breakthrough of in terms energy density. Tesla has a huge innovation gap: Maxwell Technologies, the company Tesla has acquired, has an energy density of 7Wh/kg, as opposed to Skeleton Technologies’ curved graphene ultracapacitors that offer today ca 20 Wh/kg.
Tesla/Maxwell is currently in a leading market position in the automotive industry, but without closing the innovation gap, they will not stay there for long. Mr. Musk studied ultracapacitors in Stanford during his PhD, but he is underestimating the “R&D hell” to get to higher energy density ultracapacitors.
We are expanding our manufacturing and R&D capabilities in Germany and have a clear road-map of hitting 60 Wh/kg, while retaining charging times measured in seconds and a cost point lower than high power batteries—we do not see Tesla closing the gap any time soon. In fact, key engineering people from Maxwell/Tesla have joined Skeleton recently.—Taavi Madiberk