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Upcoming/New CFIUS Filing: UQM and China Heavy Duty Truck Group

Colorado based UQM Technologies, Inc.announced that it entered into a Stock Purchase Agreement on August 25, 2017 with  China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”) (aka Sinotruk Group), a Chinese state-owned truck manufacturer, through which CNHTC, through its wholly owned subsidiary Sinotruk (BVI) Limited,  (collectively, the “Buyer”), will acquire UQM shares and will enter into a joint venture with UQM to manufacture and sell electric propulsion systems for vehicles in China.  (UQM Press Release, UQM Technologies Announces the Signing of a Definitive Stock Purchase Agreement with China National Heavy Duty Truck Group Co., Ltd. (“CNHTC”), Parent Company of Sinotruk, a Leading Chinese Commercial Vehicle Manufacturer, Aug. 28, 2017.) 

“UQM Technologies is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel cell compressors for the commercial truck, bus, automotive, marine, and industrial markets.”  (Id.)  The transaction has two stages: in the first stage, within 30 days of execution, CNHTC will acquire 9.9% of the total outstanding shares of common stock of UQM Technologies for approximately $5.1 million (see UQM Technologies Form 8-K, Aug. 30, 2017, SEC Filing.); the second stage will involve the creation of the joint venture and the acquisition of additional UQM Technologies shares resulting in the CNHTC indirectly owning a total of 34% of UQM Technologies’ then-outstanding common stock.  (Id.) “The parties have agreed to submit a joint draft and final voluntary notice relating to the Second Stage Investment to CFIUS as promptly as practicable.” (Id.)  CFIUS clearance is a condition to the completion of the second stage.  (See Sections 6.01(b) and 5.10(b), Stock Issuance and Purchase Agreement, Ex-10.1 to UQM Technologies Form 8-K, Aug. 30, 2017, SEC Filing.)

Status: Upcoming/New Filing

Acquirer:  China Heavy Duty Truck Group Co., Ltd. (China)

Acquired:  UQM Technologies, Inc. (US)

Value:  Approximately US$28.3 million

Industry:  Electric Vehicles

© Copyright 2017 Squire Patton Boggs (US) LLP

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