Snowman - Hydrogenics – Buyside Advisor
Investee Info: Hydrogenics is a world class Toronto-based developer and manufacturer of hydrogen generation and fuel cell products based on water electrolysis and proton exchange membrane (PEM) technology. Hydrogenics is divided into two business units: OnSite Generation and Power Systems.
Client Info: Fujian Snowman Co., Ltd. is a public-listed company with Shenzhen Stock Exchange (Code: 002639) with a market cap approximately CAN$ 1.6 billion (2022). Snowman, is a high-tech enterprise in development, designing, manufacturing, sales, installation and after-sales service of industrial & commercial refrigeration and cold storage.
Snowman has six R&D centers globally, and two manufacturing centers in China and Italy. The company has 300+ patents and 500+ proprietary process technologies. Snowman has obtained the ISO9001, ISO14001, OHSAS18001 and CE Certificates.
- The client really wished to acquire (or invest into) and partner with Hydrogenics for China market opportunities;
- Capital budget for a 100% acquisition would be challenging;
- Both groups are tech companies, and there was a potential concern for exposing tech secrets before transaction;
- Tremendous requirements from both TSX and Shenzhen Stock Exchange on deadlines, trading rules, governmental approvals, DD, foreign currency exchange controls, and financials.
- Managed the transaction around the clock, and Hawkbridge team had to work on two shifts to meet the needs for both Toronto time and Beijing time, and successfully closed the transaction within 3.5 months from first day to final success press release;
- Worked closely with the Client’s Chairman and the Investee’s CEO & CFO to provide the first draft of Term Sheet, and finalized the numbers;
- Stock price of Hydrogenics moved up dramatically during the negotiation process due to market reasons. Hawkbridge rebuild the balance, and successfully renegotiated the terms to rebuild the deal;
- Due diligence report from a large accounting firm was too challenging for client to obtain Chinese bank support, and Hawkbridge provided a powerful solution for solving this problem for Chinese financier;
- Managed through the process on technological due diligence as this was extremely sensitive as management has natural tendency to protect company’s core secrets;
- Injected our professional analysis, faith, determination, and fair judgement along the process.
- Fuzhou Snowman Co. (“Snowman”) successfully invested C$27MM cash into Hydrogenics Corporation (NASDAQ:HYGS) (TSX:HYG) to own 17.3% of the equity, and signed a mutually beneficial Corporate Alliance Agreement for China market development.
- The transaction was announced on April 28, 2017, and eventually closed on June 27th, represented one of the first inbound Chinese public co. Deal into TSX public company in Canada in 2017.
- Snowman’s investment turned out to be a very productive and successful one in both financial and strategic measures. Snowman not only made competitive IRRs on their investment, but also obtained high-profiled project contracts in tier one and tier two cities in China after building this relationship with Hydrogenics.