ISE Limited
TSX : ISE

ISE Limited

March 17, 2010 11:28 ET

NGP Energy Technology Partners, RockPort and Siemens Acquire Shares of ISE Limited Pursuant to Initial Public Offering and Related Reorganization

TORONTO, ONTARIO-–(Marketwire – March 17, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

On February 23, 2010, ISE Limited (the "Issuer") (TSX:ISE) completed an initial public offering of 3,450,000 common shares at a price of C$6.00 per common share for gross proceeds of C$20,700,000 (the "IPO"). The common shares are listed on the Toronto Stock Exchange under the symbol "ISE". In connection with the IPO, each of NGP Energy Technology Partners, L.P. ("NGP ETP") and RockPort Capital Partners ("RockPort") acquired common shares and restricted voting shares of the Issuer. If each restricted voting share is converted into a common share, the common shares and restricted voting shares held by NGP ETP and RockPort each represent approximately 18.9% of the outstanding common shares of the Issuer. Siemens Venture Capital GmbH ("Siemens") acquired common shares of the Issuer representing approximately 14.9% of the outstanding common shares.

NGP ETP, RockPort and Siemens acquired a portion of the common shares and restricted voting shares pursuant to a reorganization (the "Reorganization") that was effected immediately prior to the IPO. Pursuant to the Reorganization, the Issuer acquired all of the issued and outstanding capital stock of ISE Corporation in exchange for the issuance to the existing shareholders of ISE Corporation of common shares and restricted voting shares. The shares were issued from treasury of the Issuer. In addition, each of NGP ETP, RockPort and Siemens purchased additional common shares in the IPO at the initial price to the public paid by other purchasers in the IPO (C$6.00 per common share).

Pursuant to the terms of the agreement and plan of merger dated December 16, 2009, as amended, by and among the Issuer, ISE Acquisition Corp. and ISE Corporation, ISE Corporation became a wholly-owned subsidiary of the Issuer and the existing shareholders of ISE Corporation received an aggregate of 11,902,651 common shares and restricted voting shares in exchange for their shares in ISE Corporation. The exact number of common shares and restricted voting shares issued to the existing shareholders of ISE Corporation was determined by a formula contained in the merger agreement. NGP ETP, RockPort and Siemens acquired the shares for investment purposes in connection with the Reorganization and the IPO.

Following completion of the acquisition of the shares, for purposes of applicable Canadian securities laws: NGP ETP may be considered to beneficially own an aggregate of 1,160,830 common shares and 1,741,285 restricted voting shares, representing approximately 18.9% of the outstanding common shares; RockPort may be considered to beneficially own an aggregate of 1,160,828 common shares and 1,741,286 restricted voting shares, representing approximately 18.9% of the outstanding common shares; and Siemens may be considered to beneficially own an aggregate of 2,294,857 common shares representing approximately 14.9% of the outstanding common shares.

About ISE Limited

ISE Limited (www.isecorp.com) is a leading developer, manufacturer and distributor of heavy duty hybrid-electric drive systems based on our core proprietary technology, which is focused on three critical subsystems: energy storage, controls software and power electronics. ISE specializes in series hybrid-electric and all-electric/zero emission technologies, and offers industry-leading energy storage systems and hybrid system components. Over the past 10 years, ISE has sold over 300 hybrid-electric drive systems that have demonstrated reliability and performance in over 12 million miles of fleet operation.

Established in 1995, ISE is headquartered in San Diego, California, and employs a team of 138 employees, more than one-third of which are software, electrical, mechanical and systems engineers. ISE's history of innovation and technological leadership has resulted in the design and development of systems and components that deliver superior operating performance.

Caution Regarding Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "project," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. Factors that could cause results to vary include those expressed in our filings with Canadian securities regulatory authorities. All information presented herein should be read in conjunction with such filings.

Contact Information

  • Investor Contact:
    Lippert/Heilshorn & Associates
    Kirsten Chapman/Becky Herrick
    +1 415-433-3777
    bherrick@lhai.com
    or
    Company IR Contact:
    ISE Limited
    David Morash
    Chief Financial Officer
    +1 858-413-1724
    or
    Media Contact:
    ISE Limited
    Carolyn Paynton
    Mktg. & Comm. Mgr.
    +1 858-213-8613
    www.isecorp.com