Tesla’s Acquisition of Maxwell Technologies Is Almost Free

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Tesla Inc. (NASDAQ: TSLA) is making an acquisition that might fly under the radar of many auto and alternative energy industry watchers. While nothing in the world is ever free, the deal structure makes this acquisition come at little to no real out of pocket costs for the top electric car maker. Shares of Maxwell Technologies Inc. (NASDAQ: MXWL) were surging on the news that it was being acquired by Tesla. Even after rising almost 50%, the $210 million market cap is a tiny drop in the bucket for Tesla, when considering that its market cap is over $50 billion.

Perhaps the main focus for Tesla is Maxwell’s dry electrode manufacturing technology that can be applied to the manufacturing of batteries. Its ultracapacitor products are said to offer safe and reliable power solutions for applications in consumer and industrial electronics, and in transportation, renewable energy and information technology.

As a reminder, Tesla’s long-term ambition is not just in electric cars. The company acquired the Musk-backed SolarCity company and offers solar power, the Powerwall energy storage system and backup power solutions.

The Maxwell deal structure is by and large why some investors may consider this all-stock acquisition as close to free. Maxwell Technologies was valued at $4.75 per share in the deal, and that compares with a prior closing price of $3.07, as well as a prior 52-week trading range of $1.77 to $6.27.

The companies anticipate that the merger will be consummated in the second quarter of 2019, and both boards of directors have approved the merger. Monday’s press release indicated that the acquisition will value each common share of Maxwell at $4.75 apiece. The press release said:

Pursuant to the Offer, each share of Maxwell common stock will be exchanged for a fraction of a share of Tesla’s common stock, equal to the quotient obtained by dividing $4.75 by a volume weighted average price of one share of Tesla’s common stock as reported on the NASDAQ Global Select Market for the five consecutive trading days preceding the expiration of the Offer, and which is subject to a floor that has been set at 80% of a volume weighted average price of Tesla common stock calculated prior to signing.

The press release also indicated that directors and certain officers of Maxwell and I2BF Energy have agreed to tender all their Maxwell shares in the offer. This represents approximately 7.56% of the total outstanding shares of Maxwell common stock.

If Tesla is using only about $210 million to $225 million worth of its stock to make this acquisition, that almost looks and feels like a free acquisition, given its $53.4 billion market cap.