DLA Piper advised Maxwell Technologies, Inc. (Nasdaq: MXWL), a leading developer and manufacturer of energy solutions, in the definitive agreement to be acquired by Tesla, Inc. (Nasdaq: TSLA). Tesla will commence an all stock exchange offer for all the issued and outstanding shares of the Maxwell, after which it 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 US$4.75 per share. 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 subject to a floor that has been set at 80 percent 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.
The DLA Piper team was led by partner Larry Nishnick (San Diego), and also included partner David Clark (San Diego).