Lithium Technology Corporation Announces Strategic Alliance and Investment Agreement with Frazer-Nash Research Ltd. and Its Affiliates
04/07/2011 | 05:40pm
Lithium Technology Corporation ("LTC") (Ticker Symbol: LTHU) announced
today that it had entered into a strategic alliance with Frazer-Nash
Research Ltd. ("FN Research") and its affiliates (collectively referred
to as the "FN Group") for the supply of large format Lithium-Ion cell
battery packs with proprietary battery management systems cells for
automotive applications. The two parties executed several definitive
agreements relating to this strategic alliance on March 30, 2011 and
closed the transaction on April 1, 2011. A member of the FN Group
previously invested $2 million in equity of LTC in October, 2010, as
previously reported by LTC.
The initial amount of cells will be used to build a test fleet of
Plug-in Hybrid Vehicles with range extender as well as a certain number
of Electric Vehicles for an Asian vehicle manufacturer. As part of this
program FN Research will supply its proprietary battery management
system as well as its proprietary electric and hybrid electric drive
train.
This test fleet will be built using LTC's and FN Research's time-tested
and proven technologies for data gathering and refinement before
embarking on mass production.
As part of the strategic alliance, pursuant to the terms of the
Securities Purchase Agreements between LTC and affiliate members of the
FN Group, the FN Group has agreed to provide $10 million of fresh
capital to LTC, $5 million in the form of a purchase of LTC's common
equity (including the $2 million purchased on 25 October 2010) and $5
million in the form of a committed convertible loan facility. After the
closing of the common equity investment, the FN Group holds an initial
equity stake of 10.25%, which will increase to 35.00% if and when the
convertible loan facility is fully funded and converted into common
equity. This initial equity stake also includes the initial commercial
supply contracts for delivery of battery cells between LTC and FN
Research. The fresh capital will be used primarily for the construction
of a volume production facility for LTC's large format Lithium-Ion cells
and general corporate development.
Before becoming a strategic investor in LTC, FN Research had been a
customer of LTC for several years. The long-term positive experience
with LTC's large format Lithium-Ion cells led to the FN Group's decision
to cooperate with LTC more closely. The proprietary extrusion process
used by LTC for the manufacturing of its electrodes as well as its
optimized proprietary cell design led the FN Group to the belief that
LTC will be able to compete in the highly competitive automotive
landscape in addition to its traditional niche markets.
Through the strategic cooperation between the parties, LTC will gain
access to an OEM cooperation and supply relationship with automotive
manufacturers. LTC intends to supply battery cells to a range of
electrically-powered vehicles. Depending on the commercial success and
value created out of this relationship between the parties, as measured
by the unit sales volume of supply contracts and actual deliveries, the
parties have agreed that the FN Group will receive warrants to purchase
additional common stock in LTC which may allow the FN Group to increase
its equity stake in LTC to greater than 50%. The award of warrants is
tied to the achievement of a series of performance targets with the last
target being in 2015. In summary, the maximum number of shares issuable
to the FN Group under the terms of the warrants is 4.9 billion and will
be awarded to the FN Group when the cumulative volume of contracts for
LTC derived through the FN Group reaches approximately 100 times the
current annual manufacturing capacity of LTC. In the opinion of LTC
management, this will represent a very significant growth for LTC and
may represent a substantial value opportunity for existing LTC
investors. In case the FN Group makes use of its option to exercise the
warrants on a "cashless" basis, the resulting dilution would be less
than implied by the maximum number of warrants awarded to the FN Group.
Further, LTC and a member of the FN Group have agreed to enter into a
joint venture pursuant to the terms of a Joint Venture and Shareholder's
Agreement (the "Joint Venture"), which will develop, market and
manufacture Complete Energy Management Systems ("CEMS"). CEMS consist of
LTC's large format Lithium-Ion battery cells and FN Research's
electronics including battery management system, charger and DC-DC
convertor. The intent of the parties surrounding the Joint Venture is to
provide to the market a complete energy management solution for use in
future electric and hybrid electric vehicle power trains. The parties
will share equally in the investment in and income from the Joint
Venture, while a member of the FN Group will hold 70% of the voting
rights of the Joint Venture.
LTC will contribute its extensive experience with several other
automotive applications for its battery cells such as Volkswagen's
Flottenversuch, Karmann's electric vehicle, and eRUF's and DesignLine's
hybrid buses, which are operational in Baltimore, MD, New York, NY and
at the Charlotte, NC Airport.
As part of the transaction Mr. William Chia, Director of Operations of
FN Research, will join LTC's Board of Directors as well as sit on LTC's
audit committee.
LTC's Chief Executive Officer Theo Kremers and Chairman Fred Mulder
jointly commented: "We are pleased to welcome the FN Group as LTC's new
partners. The investment and the strategic relationship with the FN
Group will allow our company to transition into volume production of our
large format Lithium-Ion battery cells at a time when the market is
growing at a rapid pace. We believe that this will create substantial
value for our shareholders and will also build a good basis for LTC to
create market success with other automotive and non-automotive customers
in the future."
The definitive agreements relating to the strategic alliance closed on
April 1, 2011 are exhibits to the Current Report on Form 8-K being filed
with the United States Securities and Exchange Commission on even date
herewith. An investor update presentation will also be made available on
LTC's website. For more information regarding the strategic alliance or
LTC, please contact LTC's Chief Executive Officer, Theo M.M. Kremers, at
571-207-9056.
About LTC: LTC is a global manufacturer of large format cylindrical
Lithium-Ion cells and a global provider of power solutions for diverse
applications. LTC is especially well positioned in the fast growing
markets of hybrid electric and electric vehicles.
About Frazer-Nash Research Ltd: FN Research is a UK-based research and
development company principally engaged in the development of fully
integrated and highly optimized proprietary systems, sub-systems and
components for hybrid electric and electric drive trains.
This press release contains certain "forward-looking statements" within
the meaning of federal securities laws including the use of the words
"expect," "anticipate," "estimate," "project," "forecast," "outlook,"
"target," "objective," "plan," "goal," "pursue," "on track," and similar
expressions. Although LTC believes that the statements were reasonable
when made, these forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause actual
results, performance, or achievements of the company to be different
from those expressed or implied. LTC assumes no obligation and does not
intend to update these forward-looking statements. Among the important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements include, without
limitation: competitive and general economic conditions, adverse effects
of litigation, the timely development and acceptance of LTC's products
and services, significant changes in the competitive environment, the
failure to generate or the loss of significant numbers of customers, the
loss of senior management or increased government regulations.

Lithium Technology Corporation
Theo Kremers, 571-207-9056
© Business Wire 2011