UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
August 18, 2016
Commission File Number: 000-25270
| Ballard
Power Systems Inc. ——————————————————————————————————— |
| (Translation of registrant’s name into English) |
| Canada ——————————————————————————————————— |
| (Jurisdiction of incorporation or organization) |
| 9000
Glenlyon Parkway Burnaby, BC V5J 5J8 Canada |
| ——————————————————————————————————— (Address of principal executive office) |
| Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: ☐ Form 20-F ☒ Form 40-F |
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ |
| Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ |
| Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No |
| If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a |
SIGNATURES
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
| Ballard Power Systems Inc. | ||
| Date: August 18, 2016 | By: | /s/
Tony Guglielmin |
| Name: | Tony Guglielmin | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
Exhibit No. |
Description | |
| 99.1 | News Release Dated August 18, 2016 - Ballard Announces Close of $28.3M Strategic Equity Investment From Broad-Ocean |
Exhibit 99.1
Ballard Announces Close of $28.3M Strategic Equity Investment From Broad-Ocean
VANCOUVER, Aug. 18, 2016 /CNW/ - Ballard Power Systems (NASDAQ: BLDP; TSX: BLD) today announced that a $28.3 million strategic equity investment made by Zhongshan Broad-Ocean Motor Co., Ltd. ("Broad-Ocean"; www.broad-ocean.com/en/index.html) has closed.
The Broad-Ocean investment, initially announced in a press release on July 26, 2016, has been made through a subscription and purchase of 17,250,000 common shares issued from treasury at a price per share of US$1.64 (based on a 20-day volume weighted average price calculation). The investment represents approximately 9.9% of Ballard's outstanding common shares following the transaction. The Company intends to use the proceeds from the financing for general corporate purposes, including potential funding of future acquisitions or investments in complementary businesses, products or technologies.
Broad-Ocean and Ballard have also entered into an Investor Rights Agreement under which Broad-Ocean has agreed to a two-year hold period on the 17,250,000 Ballard common shares that it has purchased in the financing; has provided Ballard with a right of first refusal to sell Broad-Ocean additional treasury shares if Broad-Ocean wishes to increase its ownership position up to 20%; and has agreed to a two-year "standstill" under which it will not purchase more than 19.9% of Ballard's outstanding common shares without receiving Ballard board approval. Ballard has granted Broad-Ocean anti-dilution rights to maintain its 9.9% ownership interest. Finally, Broad-Ocean has no special right to appoint nominees to Ballard's board of directors.
In addition to the equity investment, a strategic collaboration framework agreement between Ballard, Broad-Ocean and Guangdong Nation Synergy Hydrogen Power Technology Co. Ltd. was also signed on July 26, 2016, encompassing a number of collaboration activities conducted on commercial terms in China, including:
| · | market development activities and product development for hydrogen fuel cell vehicles, including buses and commercial vehicles; |
| · | potential license and local assembly of Ballard fuel cell modules by Broad-Ocean in selected Chinese cities; |
| · | integration of Ballard fuel cell modules with Broad-Ocean EV drive systems to provide customers with turnkey fuel cell engines; and |
| · | leveraging of Broad-Ocean's global operations and supply chain infrastructure to lower the cost of Ballard fuel cell engines and the cost of integration with vehicle drivetrains. |
Final collaboration agreements encompassing detailed terms and conditions are expected to be signed by the end of 2016.
About Ballard Power Systems
Ballard Power Systems (NASDAQ: BLDP; TSX: BLD) provides clean energy products that reduce customer costs and risks, and helps customers
solve difficult technical and business challenges in their fuel cell programs. To learn more about Ballard, please visit www.ballard.com.
This release contains forward-looking statements concerning planned product deployments, provision of services, market adoption and demand for our products and available subsidies. These forward-looking statements reflect Ballard's current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any such forward-looking statements are based on Ballard's assumptions relating to its financial forecasts and expectations regarding its product development efforts, manufacturing capacity, and market demand.
These statements involve risks and uncertainties that may cause Ballard's actual results to be materially different, including general economic and regulatory changes, detrimental reliance on third parties, successfully achieving our business plans and achieving and sustaining profitability. For a detailed discussion of these and other risk factors that could affect Ballard's future performance, please refer to Ballard's most recent Annual Information Form. Readers should not place undue reliance on Ballard's forward-looking statements and Ballard assumes no obligation to update or release any revisions to these forward looking statements, other than as required under applicable legislation.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. The Ballard Common Shares have not been registered under the United States Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
SOURCE Ballard Power Systems Inc.
%CIK: 0001453015
For further information: Guy McAree, +1.604.412.7919, media@ballard.com or investors@ballard.com
CO: Ballard Power Systems Inc.
CNW 17:15e 18-AUG-16