SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 6

to

SCHEDULE TO

Tender Offer Statement

Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

C&D Technologies, Inc.

(Name of Subject Company (Issuer))

C&D Technologies, Inc.

(Names of Filing Person (Issuer))

5.25% Convertible Senior Notes Due 2025 and

5.50% Convertible Senior Notes Due 2026

(Title of Class of Securities)

124661AA7 and 124661AB5

(CUSIP Number of Class of Securities)

Ian Harvie

Senior Vice President and Chief Financial Officer

C&D Technologies, Inc.

1400 Union Meeting Road

Blue Bell, Pennsylvania 19422

(215) 619-2700

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of Filing Persons)

Copies to:

Goodwin Procter LLP

53 State Street

Boston, Massachusetts 02109

(617) 570–1000

Attention: Ettore A. Santucci and

James P. C. Barri

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$131,099,452	$0

* Estimated solely for the purpose of calculating the filing fee. This Tender Offer Statement on Schedule TO relates to an exchange offer by C&D Technologies, Inc. (“C&D”) of shares of common stock of C&D for all of (a) the 5.25% Convertible Senior Notes due 2025 (the “2005 Notes”); and (b) the 5.50% Convertible Senior Notes due 2026 (the “2026 Notes” and collectively with the 2005 Notes, the “Notes”). This Transaction valuation was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the aggregate principal amount as of the date hereof, of the 2005 Notes, $75,000,000, and the 2006 Notes, $52,000,000.

** The amount of the filing fee calculated in accordance with Rule 0-11(a)(2) of the Securities Exchange Act of 1934, as amended, equals $71.30 per $1,000,000 of the value of the transaction. Fee in an amount of $9,070.06 was previously paid by C&D in connection with the initial filing of a Registration Statement on Form S-4 filed on October 21, 2010, fee in an amount equal to $261.18 was previously paid by C&D in connection with the filing of Amendment No. 1 to Registration Statement on Form S-4 filed on November 9, 2010 and a fee in amount equal to $16.15 was previously paid by C&D in connection with the filing of Amendment No. 2 to Registration Statement on Form S-4 filed on November 23, 2010.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$9,070.06
Form or Registration No.:	Form S-4
Filing Party:	C&D Technologies, Inc.
Date Filed:	October 20, 2010
Amount Previously Paid:	$261.18
Form or Registration No.:	Form S-4
Filing Party:	C&D Technologies, Inc.
Date Filed:	November 9, 2010
Amount Previously Paid:	$16.15
Form or Registration No.:	Form S-4
Filing Party:	C&D Technologies, Inc.
Date Filed:	November 23, 2010

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

INTRODUCTORY STATEMENT

This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Original Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2010, by C&D Technologies, Inc., a Delaware corporation (the “Company”). This Amendment relates to (i) an exchange offer by the Company for all of its outstanding 5.25% Convertible Senior Notes due 2025 (the “2005 Notes”), including all accrued and unpaid interest thereon through the consummation of the Exchange Offer, for up to approximately 56.1% of the shares of common stock in the Company, par value $0.01 per share (the “Common Stock”), and (ii) an exchange offer by the Company (together with the exchange offer described in (i), the “Exchange Offer”) for all of its outstanding 5.50% Convertible Senior Notes due 2026 (the “2006 Notes”, and, together with the 2005 Notes, the “Notes”), including all accrued and unpaid interest thereon through the consummation of the Exchange Offer, for a pro rata share of up to approximately 38.9% of the shares of common stock in the Company, with the percentage of the Common Stock to be issued to the holders of the 2005 Notes and the 2006 Notes (collectively, the “Noteholders”) to be ratably reduced in the event that less than 100% of the outstanding 2005 Notes or 2006 Notes, respectively, are tendered and accepted in the Exchange Offer, upon the terms and subject to the conditions set forth in the prospectus (the “Prospectus”) forming a part of the Registration Statement on Form S-4 filed with the SEC on October 21, 2010 (as amended on the date hereof, the “Registration Statement”) and in the related letter of transmittal (the “Letter of Transmittal”), which are filed as exhibits (a)(1)(A) and (a)(1)(B) to this Schedule TO.

This Amendment amends only the items in the Original Schedule TO that are being amended, and unaffected terms are not included herein. Except as specifically set forth herein, this Amendment does not modify any of the information previously reported in the Original Schedule TO. All capitalized terms in this Amendment and not otherwise defined have the respective meanings ascribed to them in the Original Schedule TO. You should read this Amendment together with the Original Schedule TO, the Prospectus and the related Letter of Transmittal.

This Amendment and the Original Schedule TO are intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information in the Prospectus and the related Letter of Transmittal is incorporated by reference as set forth below and is supplemented by the information specifically provided herein.

ITEM 11. ADDITIONAL INFORMATION

Item 11 of this Schedule TO is hereby amended and supplemented by adding the following:

“On December 20, 2010 at a special meeting of stockholders, the Company’s stockholders approved the Stockholder Exchange Consent, satisfying one of the conditions to the closing of the Exchange Offer. On December 20, 2010, the Company issued a press release announcing the results of the special meeting of stockholders. The full text of the press release is attached hereto as Exhibit (a)(5)(D) and is incorporated herein by reference.

The Exchange Offer expired at 11:59PM, prevailing Eastern Time, on December 20, 2010. The Exchange Agent has advised the Company that as of the Expiration Time, $74,186,000 of outstanding principal on the 2005 Notes and $50,260,000 of outstanding principal of the 2006 Notes had been validly tendered and not validly withdrawn in the Exchange Offer, for an aggregate of approximately 97.99% of the outstanding principal of the Notes, which satisfies the Minimum Tender Condition.

On December 21, 2010, the Company issued a press release announcing the results of the Exchange Offer. The full text of the press release is attached hereto as Exhibit (a)(5)(E) and is incorporated herein by reference.”

ITEM 12. EXHIBITS

(a)(1)(A)	Prospectus (which is incorporated herein by reference to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(B)	Form of Letter of Transmittal (which is incorporated herein by reference to Exhibit 99.2 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(C)	Form of Notice of Guaranteed Delivery (which is incorporated herein by reference to Exhibit 99.3 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(D)	Form of Notice of Withdrawal (which is incorporated herein by reference to Exhibit 99.4 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(E)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (which is incorporated herein by reference to Exhibit 99.5 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(F)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (which is incorporated herein by reference to Exhibit 99.6 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(5)(A)	Press Release issued by C&D Technologies, Inc. on October 20, 2010 (which is incorporated herein by reference to Exhibit 99.1 of the Form 8-K filed on October 21, 2010).
(a)(5)(B)	Press Release issued by C&D Technologies, Inc. on December 3, 2010 (which is incorporated herein by reference to Exhibit (a)(5)(B) to Amendment No. 3 to Schedule TO filed on December 3, 2010).
(a)(5)(C)	Press Release issued by C&D Technologies, Inc. on December 13, 2010 (which is incorporated herein by reference to Exhibit (a)(5)(C) to Amendment No. 4 to Schedule TO filed on December 13, 2010).
(a)(5)(D)	Press Release issued by C&D Technologies, Inc. on December 20, 2010.
(a)(5)(E)	Press Release issued by C&D Technologies, Inc. on December 21, 2010.
(b)	Not applicable.
(d)(1)	Dealer Management Agreement (which is incorporated herein by reference to Exhibit 1.1 of the Form 8-K filed on October 21, 2010).
(d)(2)	Purchase Agreement, dated November 16, 2005, among the Company, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (which is incorporated herein by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2006).
(d)(3)	Registration Rights Agreement dated November 21, 2005, among the Company, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (which is incorporated herein by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2006).
(d)(4)	Indenture, dated as of November 21, 2005, between the Company and The Bank of New York, as trustee (which is incorporated herein by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2006).
(d)(5)	Purchase Agreement, dated November 15, 2006 among the Company and the several named purchasers named in schedule A thereto (which is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2006).

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(d)(6)	Registration Rights Agreement, dated November 21, 2006, among the Company and the several purchasers named in Schedule I thereto (which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2006).
(d)(7)	Indenture, dated as of November 21, 2006, between the Company and The Bank of New York, as trustee (which is incorporated herein by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2006).
(d)(8)	Restructuring Support Agreement, dated September 14, 2010, by and among the Company, certain funds and/or accounts managed or advised by Angelo, Gordon & Co., L.P. and certain funds and/or accounts managed or advised by Bruce & Co. (which is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2010).
(d)(9)	Rights Agreement, dated as of February 22, 2000, between the Company and Mellon Investor Services, LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as rights agent, which includes as Exhibit B thereto the form of rights certificate (which is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2004), as amended by Amendment to Rights Agreement, dated November 15, 2004 (which is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2004), and Amendment No. 2 to Rights Agreement, dated February 26, 2010 (which is incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2010).
(d)(10)	Charter Power Systems, Inc. 1996 Stock Option Plan filed as an exhibit to the Company’s Quarterly Report filed with the SEC on July 31, 1996; as amended by First Amendment to C&D Technologies, Inc. 1996 Stock Option Plan (formerly known as the Charter Power Systems, Inc. 1996 Stock Option Plan) dated April 27, 1999 (which is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report filed with the SEC on July 31, 1999).
(d)(11)	C&D Technologies, Inc. Amended and Restated 1998 Stock Option Plan (which is incorporated herein by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2001).
(d)(12)	C&D Technologies, Inc. Approved Share Option Plan (which is incorporated herein by reference to Exhibit 4 of the Company’s Registration Statement on Form S-8 filed with the SEC on September 11, 2001).
(d)(13)	C&D Technologies, Inc. 2007 Stock Incentive Plan (which is incorporated herein by reference to the Company’s Proxy Statement on Schedule 14A filed with the SEC on January 31, 2006).
(d)(14)	Performance Share Award Grant Agreement, dated March 12, 2007 (which is incorporated herein by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2007).
(d)(15)	Restricted Stock Award Grant Agreement dated March 12, 2007 (which is incorporated herein by reference to the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2007).
(g)	Not applicable.
(h)	Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 21, 2010

C&D TECHNOLOGIES, INC.
By:	/S/    IAN J. HARVIE
Name:	Ian J. Harvie
Title:	Senior Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(A)	Prospectus (which is incorporated herein by reference to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(B)	Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(C)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(D)	Form of Notice of Withdrawal. (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(E)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.5 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(1)(F)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.6 to the Registration Statement on Form S-4 filed on November 30, 2010).
(a)(5)(A)	Press Release issued by C&D Technologies, Inc. on October 20, 2010 (which is incorporated herein by reference to Exhibit 99.1 of the Form 8-K filed on October 21, 2010).
(a)(5)(B)	Press Release issued by C&D Technologies, Inc. on December 3, 2010 (which is incorporated herein by reference to Exhibit (a)(5)(B) to Amendment No. 3 to Schedule TO filed on December 3, 2010).
(a)(5)(C)	Press Release issued by C&D Technologies, Inc. on December 13, 2010 (which is incorporated herein by reference to Exhibit (a)(5)(C) to Amendment No. 4 to Schedule TO filed on December 13, 2010).
(a)(5)(D)	Press Release issued by C&D Technologies, Inc. on December 20, 2010.
(a)(5)(E)	Press Release issued by C&D Technologies, Inc. on December 21, 2010.
(b)	Not applicable.
(d)(1)	Dealer Management Agreement (incorporated by reference to Exhibit 1.1 of the Form 8-K filed on October 21, 2010).
(d)(2)	Purchase Agreement, dated November 16, 2005, among the Company, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (which is incorporated herein by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2006).

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(d)(3)	Registration Rights Agreement, dated November 21, 2005, among the Company, Credit Suisse First Boston LLC and Wachovia Capital Markets, LLC (which is incorporated herein by reference to Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2006).
(d)(4)	Indenture, dated as of November 21, 2005, between the Company and The Bank of New York, as trustee (which is incorporated herein by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2006).
(d)(5)	Purchase Agreement, dated November 15, 2006, among the Company and the several named purchasers named in Schedule A thereto (which is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 15, 2006).
(d)(6)	Registration Rights Agreement, dated November 21, 2006, among the Company and the several purchasers named in Schedule I thereto (which is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2006).
(d)(7)	Indenture, dated as of November 21, 2006, between the Company and The Bank of New York, as trustee (which is incorporated herein by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K filed with the SEC on November 16, 2006).
(d)(8)	Restructuring Support Agreement, dated September 14, 2010, by and among the Company, certain funds and/or accounts managed or advised by Angelo, Gordon & Co., L.P. and certain funds and/or accounts managed or advised by Bruce & Co. (which is incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2010).
(d)(9)	Rights Agreement, dated as of February 22, 2000, between the Company and Mellon Investor Services, LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as rights agent, which includes as Exhibit B thereto the form of rights certificate (which is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2004), as amended by Amendment to Rights Agreement, dated November 15, 2004 (which is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2004), and Amendment No. 2 to Rights Agreement, dated February 26, 2010 (which is incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2010).
(d)(10)	Charter Power Systems, Inc. 1996 Stock Option Plan filed as an exhibit to the Company’s Quarterly Report filed with the SEC on July 31, 1996; as amended by First Amendment to C&D Technologies, Inc. 1996 Stock Option Plan (formerly known as the Charter Power Systems, Inc. 1996 Stock Option Plan) dated April 27, 1999 (which is incorporated herein by reference to Exhibit 10.3 of the Company’s Quarterly Report filed with the SEC on July 31, 1999).
(d)(11)	C&D Technologies, Inc. Amended and Restated 1998 Stock Option Plan (which is incorporated herein by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2001).
(d)(12)	C&D Technologies, Inc. Approved Share Option Plan (which is incorporated herein by reference to Exhibit 4 of the Company’s Registration Statement on Form S-8 filed with the SEC on September 11, 2001).
(d)(13)	C&D Technologies, Inc. 2007 Stock Incentive Plan (which is incorporated herein by reference to the Company’s Proxy Statement on Schedule 14A filed with the SEC on January 31, 2006).

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(d)(14)	Performance Share Award Grant Agreement dated March 12, 2007 (which is incorporated herein by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2007).
(d)(15)	Restricted Stock Award Grant Agreement dated March 12, 2007 (which is incorporated herein by reference to the Company’s Annual Report on Form 10-K filed with the SEC on January 31, 2007).
(g)	Not applicable.
(h)	Not applicable.

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EX-99.(A).(5).(D)

Exhibit (a)(5)(D)

Contact:	Ian Harvie
	Chief Financial Officer
	C&D Technologies
	(215) 619-7835
	or
	Andrea Calise
	Kekst and Company
	(212) 521-4845

Press Release

C&D TECHNOLOGIES STOCKHOLDERS APPROVE DEBT-TO- EQUITY EXCHANGE OFFER

- Offer to Exchange Notes to Expire at 11:59 PM EST tonight December 20, 2010 –

BLUE BELL, Pa., December 20, 2010 - C&D Technologies, Inc. announced today that its stockholders have approved the Company’s offers to exchange its outstanding 5.25% Convertible Senior Notes due 2025 and 5.50% Convertible Senior Notes due 2026 (together the “Notes”) for shares of the Company’s common stock and have approved corresponding amendments to the Company’s certificate of incorporation at a Special Meeting of Stockholders held today at 3:00 PM EST at the Company’s headquarters.

As previously announced, the Company’s exchange offers will expire at 11:59 PM EST on Monday, December 20, 2010. Validly tendered Notes may be validly submitted or withdrawn at any time prior to the expiration time. The consummation of the exchange offers is conditioned upon, among other things, at least 95% of the aggregate principal amount of the Notes being validly tendered and not validly withdrawn. As of 5:00 PM EST on December 20, 2010, approximately 97.99% of the Notes have been validly tendered and not validly withdrawn, in its outstanding exchange offers.

Pursuant to the terms of the exchange offers, if all the conditions of the exchange offers are satisfied, the participating noteholders will receive their pro rata share of 95% of the issued and outstanding common stock of the Company immediately following completion of the exchange offer. Existing holders of common stock will retain between 5% and 9.75% of the issued and outstanding common stock of the Company, in each case subject to dilution due to securities issued under the Company’s management incentive plans.

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If all conditions to consummating the exchange offers have been satisfied, the Company will cease seeking support for its prepackaged plan of reorganization.

The exchange offers are subject to and described more fully in the Company’s effective Registration Statement (file number 333-170056) on Form S-4 filed with the SEC on November 30, 2010.

About C&D Technologies:

C&D Technologies, Inc. provides solutions and services for the switchgear and control (utility), telecommunications, and uninterruptible power supply (UPS), as well as emerging markets such as solar power. C&D Technologies’ engineers, manufactures, sells and services fully integrated reserve power systems for regulating and monitoring power flow and providing backup power in the event of primary power loss until the primary source can be restored. C&D Technologies’ unique ability to offer complete systems, designed and produced to high technical standards, sets it apart from its competition. C&D Technologies is headquartered in Blue Bell, PA. For more information about C&D Technologies, visit http://www.cdtechno.com.

Forward-looking Statements:

This press release contains forward-looking statements, which are based on management’s current expectations and are subject to uncertainties and changes in circumstances. Words and expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The Company’s actual results could differ materially from those anticipated in forward-looking statements as a result of a variety of factors, including those discussed in “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2010, updated to reflect certain subsequent events as detailed in the Current Report on Form 8-K, filed on October 20, 2010, which should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2010, including the risk factors contained therein. We caution you not to place undue reliance on these forward-looking statements. Further, factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, the following: the Company’s inability to consummate the exchange offer or voluntary prepackaged plan of reorganization.

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EX-99.(A).(5).(E)

Exhibit (a)(5)(E)

Contact:	Ian Harvie
	Chief Financial Officer
	C&D Technologies
	(215) 619-7835
	or
	Andrea Calise
	Kekst and Company
	(212) 521-4845

Press Release

C&D TECHNOLOGIES RECEIVES ALL REQUISITE APPROVALS FOR OUT-OF-COURT FINANCIAL RESTRUCTURING

—Equity Holders Approve Exchange Offers at Special Meeting of Stockholders

—More than 95% of Noteholders Tender Their Notes

— Financial Restructuring Expected to be Completed by December 31, 2010.

BLUE BELL, Pa., December 21, 2010 - C&D Technologies, Inc. (CHHP.PK) announced today that it has received all necessary approvals from its stockholders and noteholders for its proposed out-of-court financial restructuring. Upon consummation, which is expected to occur shortly, the financial restructuring will reduce the Company’s total debt from approximately $175 million to $50 million.

As of 11:59 PM EST on December 20, 2010, approximately 98.91% of the outstanding principal of the Company’s outstanding 5.25% Convertible Senior Notes due 2025 and approximately 96.65% of the outstanding principal of the Company’s outstanding 5.50% Convertible Senior Notes due 2026 (together the “Notes”), for an aggregate of approximately 97.99% of the outstanding principal of the Notes, had been tendered and not withdrawn in its outstanding offers to exchange the Notes for up to 95% of the outstanding shares of the Company’s common stock (the “Common Stock”) in the aggregate following consummation of the exchange offers, and the exchange offers expired in accordance with their terms. The consummation of the exchange offers was conditioned upon, among other things, at least 95% of the aggregate principal amount of the Notes being tendered and not withdrawn.

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At a Special Meeting of Shareholders on Monday, December 20, 2010, holders representing a majority of the Company’s outstanding Common Stock voted to approve the exchange offers and an amendment to the Company’s certificate of incorporation authorizing an increase in the number of shares of Common Stock authorized for issuance and a forward stock split in ratios between 1:1 and 1.95:1, to be determined by the Board of Directors of the Company.

The exchange offer is expected to be consummated on or before December 31, 2010.

Pursuant to the terms of the exchange offers, the participating noteholders will receive their pro rata share of 95% of the issued and outstanding Common Stock of the Company immediately following completion of the exchange offer. Based on the amount of principal validly tendered and not validly withdrawn in the exchange offers, the participating noteholders will receive approximately 93.09% of the issued and outstanding Common Stock of the Company and existing holders of Common Stock will retain approximately 6.91% of the issued and outstanding Common Stock of the Company, in each case subject to dilution due to securities issued under the Company’s management incentive plans.

“Today’s announcement represents a major accomplishment in our financial restructuring plan,” said Dr. Jeffrey A. Graves, President and CEO. “We are very pleased to have received approval from both our equity and noteholders for our debt restructuring. The debt-to-equity swap will enable us to reduce our total debt from approximately $175 million to $50 million, giving us an appropriate capital structure for a company our size. We are grateful for the support we have received from our customers, suppliers and employees during this challenging period and are optimistic about the future. Once we complete our financial restructuring, we believe we will be in an excellent position to leverage the strength of the C&D brand, our deep customer relationships and reputation for industry leading products to take advantage of improving market conditions and global growth opportunities.”

As all material conditions to consummating the out-of-court restructuring have been satisfied, the Company has ceased seeking support for its prepackaged plan of reorganization that it had been pursuing in the event that certain conditions to the exchange offers were not satisfied.

Additional details related to the restructuring plan can be found in the Form 8-K expected to be filed with the Securities and Exchange Commission today.

About C&D Technologies:

C&D Technologies, Inc. provides solutions and services for the switchgear and control (utility), telecommunications, and uninterruptible power supply (UPS), as well as emerging

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markets such as solar power. C&D Technologies’ engineers, manufactures, sells and services fully integrated reserve power systems for regulating and monitoring power flow and providing backup power in the event of primary power loss until the primary source can be restored. C&D Technologies’ unique ability to offer complete systems, designed and produced to high technical standards, sets it apart from its competition. C&D Technologies is headquartered in Blue Bell, PA. For more information about C&D Technologies, visit http://www.cdtechno.com.

Forward-looking Statements:

This press release contains forward-looking statements, which are based on management’s current expectations and are subject to uncertainties and changes in circumstances. Words and expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. The Company’s actual results could differ materially from those anticipated in forward-looking statements as a result of a variety of factors, including those discussed in “Risk Factors” included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2010, updated to reflect certain subsequent events as detailed in the Current Report on Form 8-K, filed on October 20, 2010, which should be read in conjunction with the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2010, including the risk factors contained therein. We caution you not to place undue reliance on these forward-looking statements.

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