Ballard Acquires XCELLSIS and Ecostar from DaimlerChrysler

Ballard Power Systems agreed to acquire XCELLSIS and Ecostar Electric Drive Systems L.L.C. from DaimlerChrysler and Ford Motor Company on October 2, 2001, for $553 million, in consideration for the issuance by Ballard of 18,403,523 common shares. Following the closing of the acquisition, XCELLSIS and Ecostar will be controlled by and integrated into Ballard. The deal closed on November 30, 2001. DaimlerChrysler and Ford have agreed, for 20 years, to purchase fuel cells and fuel cell engines exclusively from Ballard, to not compete with Ballard and to provide additional management expertise. They also agreed to make an additional equity investment of up to $110 million. The transaction is subject to shareholder and regulatory approval.

Ballard was represented by Noordin Nanji, vice-president, strategic development; Paul Lancaster, vice-president, finance; Dave Smith, vice-president, controller; Michael Rosenberg, director, corporate development; and Stephanie Chan, manager, corporate transactions.

Ballard was represented by the Vancouver office of Lang Michener, including John Stark, Garry Kehler, Amyn Abdula, Charlotte Olsen, David Ross, Michelle Simpson, Candice Alderson, Keenan Hohol, Rubina Jamal, Barbara Snyder and Sharon Wong (mergers & acquisitions), Stephen Wortley, Leo Raffin and Kevin Brocklehurst (securities) and François Tougas and Sandra Knowler (competition/antitrust); Cravath Swain & Moore’s John Gaffney, Dede Welles, Julia Rearden-Hamly and Minh Van Ngo (U.S. securities and corporate), Michael Schler and Michael Katz (U.S. tax) and Robin Landis (antitrust); Linklaters’ New York office included Jürgen Killius and Ronald Meissner (German tax and corporate) and from the Brussels office, Wolfgang Deselaers and Eckart Wagner (EU and German competition); Thorsteinssons’s Doug Powrie and David Baxter (Canadian tax); and Richards Layton & Finger, P.A.’s Kelly Herring (corporate) in Delaware. Ballard was represented on labour matters by Lang Michener’s Lou Zivot and David McInnes in Vancouver and Howard Levitt, Kenneth Krupat and Michael Mulroy in Toronto; Irell & Manella LLP’s James Adler and Tom Kirshbaum in Los Angeles; Dykema Gossett’s Debra McCulloch in Detroit; and Linklaters in Frankfurt. The independent committee of the board of Ballard was represented by Lawson Lundell’s David Smith and Michael Lee in Vancouver.

DaimlerChrysler was led by a team based in Stuttgart, Germany comprised of Joachim Drees, director, corporate strategy, Michael Winkler (legal M&A), Klaus Benner (antitrust & corporate), Wolfgang Bauder (corporate) and in Auburn Hills, Michigan, Allan Huss (antitrust) and Byron Babbish. Goodmans LLP acted as Canadian counsel with a team led by Paul Goldman and Bruce Wright in Vancouver, with assistance from Susan Zimmerman in Toronto. Baker & McKenzie’s Dietmar Helms in Frankfurt, assisted by Christian Brodersen and Olaf Gerber, advised on German corporate and tax law matters, and Christoph Schmid and Lars Gersbacher of Wenger Vieli Belser in Zurich acted as Swiss counsel.

Ford was led by a team based in Dearborn, Michigan consisting of Wayne Booker, vice-chairman; David Prystash, director, corporate business development; Dennis Ross, vice-president and general counsel; Peter Sherry, Jr., assistant general counsel; Jeffrey Ruprich (corporate transactions); Kofi Bruce, manager, corporate business development; Steve Bolerjack (antitrust); Kim Möller (competition) in Cologne; Thomas Skelly (international tax); Bonnie Gorichan (employee benefits) and Daniel Stock (IP). In Canada, Ford was advised by Blake, Cassels & Graydon LLP, led by David Jackson in Toronto, with assistance from Joe Wood, Q.C., in Vancouver.

Wenger Plattner’s Werner Wenger and Stephan Cueni attended to Swiss notarization matters on behalf of all parties to the transaction.

Financial advisor to Ballard was Goldman, Sachs & Co., and to Ballard’s independent committee, RBC Dominion Securities Inc. Financial advisor to DaimlerChrysler and Ford was JP Morgan, represented by Clifford Chance Pünder’s Hubert Schmid.