Ballard Power Systems XCELLSIS and Ecostar from DaimlerChrystler AG and Ford Motor Company ($861 million)

On November 30, 2001, Ballard Power Systems Inc. acquired XCELLSIS GmbH and Ecostar Electric Drive Systems L.L.C. from DaimlerChrystler AG and Ford Motor Company in consideration for the issuance by Ballard of 18,403,523 common shares.

XCELLSIS and Ecostar were formed as part of an alliance among the parties in 1997 and 1998 to develop fuel cell systems and electric drive trains for vehicles. These companies were jointly owned by Ballard, DaimlerChrystler (which controlled XCELLSIS) and Ford (which controlled Ecostar).

DaimlerChrystler and Ford have agreed, for 20 years, to purchase fuel cells and fuel energy 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.

Ballard relied on Noordin Nanji (VP, Strategic Development), Paul Lancaster (VP, Finance), Dave Smith (VP, 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 (since moved to Ballard), Keenan Hohol, Rubina Jamal, Barbara Snyder, Jennifer Rowbotham and Sharon Wong (all in respect of mergers & acquisitions); Stephen Wortley, Leo Raffin and Kevin Brocklehurst (securities) and Francois 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), Robin Landis (antitrust); Linklaters’ New York office including Jurgen Killius and Ronald Meissner (German tax and corporate) and Brussels office including Wolfgang Deselaers and Eckart Wagner (EU and German competition); Thorstenssein’s Doug Powrie and David Baxter (Canadian tax); and Richards Layton & Finger, P.A.’s Kelly A Herring of Delware (corporate). Ballard was represented on labour matters by Lang Michener’s Lou Zivot and David McInnes (Vancouver), Howard Levitt, Kenneth Krupat and Michael Mulroy (Toronto), Irell & Manella LLP’s James Adler and Tom Kirshbaum of Los Angeles, Dykema Gossett’s Debra McCulloch (Detroit) and Linklaters (Frankfurt), assisted by Christian Brodersen and Olaf Gerber, advised as to German coporate matters, and Dr. Christoph Schmid and Mr. Lars Gersbacher of Wenger Viele Belser (Zurich) acted as DaimlerChrysler’s 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 E. Ross (Vice President and General Counsel), Jeffrey Ruprich (Counsel, Corporate Transactions), Kofi Bruce (Manager, Corporate Business Development), Steve Bolerjack (antitrust counsel), Kim Moller (competition, Cologne), Thomas Skelly (international tax counsel), Bonnie Gorichan (employee benefits counsel) and Daniel Stock (IP counsel), and, in Canada, Ford was advised by Blake, Cassels & Graydon LLP, led by David Jackson of the Toronto office with assistance from Joe Wood, Q.C. of the Vancouver office.

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

Financial advisors to Ballard were Goldman, Sachs & Co. (New York and Toronto) and to Ballard’s independent committee were RBC Dominion Securities Inc. (Vancouver and Toronto). Financial advisors to DaimlerChrysler who were represented by Clifford Chance Punder’s Hubert Schmid.