On June 11, 2009, Hydrogenics (TSX: HYG; Nasdaq: HYGS) entered into an agreement with the trustees of Algonquin Power Income Fund (Algonquin Power) (TSX: APF.UN) and 7188501 Canada Inc. (New Hydrogenics) to implement a non-dilutive financing transaction, which will involve a plan of arrangement and exchange offers by Hydrogenics for securities of Algonquin Power.
Pursuant to the plan of arrangement, Hydrogenics will transfer its business and operations, including all assets and liabilities, excluding Hydrogenics' tax basis, to its newly created subsidiary New Hydrogenics. New Hydrogenics will have all of the same assets, liabilities, directors, management and employees as Hydrogenics has currently, except for certain tax attributes that will remain behind, and Hydrogenics shareholders will become shareholders of New Hydrogenics. Pursuant to the exchange offers, unitholders of Algonquin Power will be offered to exchange their units for a new class of common shares of Hydrogenics, and debentureholders of Algonquin Power will be offered to exchange their convertible debentures for convertible debentures of Hydrogenics or new common shares of Hydrogenics, which will result in, among other things, unitholders of Algonquin Power becoming shareholders of Hydrogenics and Algonquin Power becoming a subsidiary of Hydrogenics.
Upon completion of the transaction, old Hydrogenics will be renamed to Algonquin Power Inc. and New Hydrogenics will continue the Hydrogenics business as Hydrogenics Corporation.
The completion of the transaction is subject to approval by the securityholders of Hydrogenics and Algonquin Power, regulatory approvals and other customary conditions.
Hydrogenics Corporation is a globally recognized developer and provider of hydrogen generation and fuel cell products and services, serving the growing industrial and clean energy markets of today and tomorrow. Based in Mississauga, Ontario, Hydrogenics has operations in North America and Europe.
Algonquin Power Income Fund is an open-ended investment trust that owns and has interests in a clean, renewable power generation and sustainable infrastructure assets across North America, including 42 renewable energy facilities, 11 thermal energy facilities, and 17 water distribution and waste-water facilities.