UQM Technologies Signs Definitive Agreement to be Acquired by Danfoss

UQM Stockholders to Receive $1.71 per Share in Cash; Conference Call
January 22, 2019 at 8:30 a.m. Eastern

LONGMONT, Colo.–(BUSINESS WIRE)–UQM Technologies, Inc. (NYSE American: UQM) (“UQM” or the “Company”),
a developer of alternative energy technologies, today announced that it
has entered into a definitive merger agreement with the Danfoss Power
Solutions (US) Company, a wholly-owned subsidiary of Denmark-based
Danfoss A/S (“Danfoss”), under which Danfoss will acquire all
outstanding common shares of UQM for $1.71 per share in an all-cash
transaction valued at approximately $100 million, including the
assumption of UQM’s debt. Danfoss, a privately-owned multinational
company with reported sales of €5.8 billion in 2017 (2018 full year
results to be released on February 28), is a leading manufacturer of
hydraulic systems, drives, motors, and components for the automotive,
aerospace, HVAC, and energy industries. The merger anticipates that UQM
will become part of the Danfoss Power Solutions segment.

The cash consideration represents a premium of approximately 52.5% over
UQM’s closing share price on January 18, 2019 and a 71.4% premium to its
weighted average trading price over the trailing 60 days. The
transaction will be funded with Danfoss’ cash on hand and is not subject
to any financing condition. The merger agreement was unanimously agreed
to by the Boards of Directors of both UQM and Danfoss; GDG Green
Dolphin, LLC – which holds approximately 7.4% of the issued and
outstanding shares of UQM – and all UQM directors and officers have
executed Voting and Support Agreements in favor of the acquisition.
Closing of the transaction is subject to approval by two-thirds of UQM
shareholders and by the Committee on Foreign Investment in the United
States (“CFIUS”) as well as other customary closing conditions.

Joe Mitchell, UQM Technologies’ President and Chief Executive Officer,
stated, “We believe UQM will be an excellent addition to Danfoss as our
products, business model, strategy and focus are closely aligned. Being
part of a larger global enterprise will greatly improve our position to
compete with other international players, open doors to new markets, and
provide critical resources for UQM to continue developing the
highly-engineered electric propulsion products we’re known for today. We
believe the transaction positions UQM well for the future – particularly
in key geographies such as China and India, where Danfoss already
operates – and provides an attractive return for our shareholders. We’re
proud of our many accomplishments and look forward to a future with
Danfoss, with which we can enhance service for our customers, invest in
technology, and adapt to the ever-changing dynamics of our core markets.”

Kim Fausing, President & CEO of Danfoss, added, “It is a great pleasure
to announce this transaction with UQM, which will position Danfoss for
even stronger performance in the industries we serve. We see
fast-growing demand for electric solutions within buses and trucks,
off-highway vehicles, and marine markets in response to the more
stringent emission regulations being imposed – stimulating interest in
the efficiency and productivity gains our solutions bring. With an
established North American presence, UQM will complement our global
sales and manufacturing footprint nicely, further cementing our strong
position in the marine as well as on- and off-highway markets. I look
forward to welcoming the UQM team to Danfoss and our business.”

The transaction is expected to close in the second quarter of 2019,
subject to approval by UQM’s shareholders and CFIUS.

Conference Call

The Company will host a conference call tomorrow, January 22, 2019 at
8:30 a.m. Eastern Time to discuss the pending transaction. To attend the
conference call, please dial 888-241-0326 approximately ten minutes
before the conference is scheduled to begin and provide the conference
ID “6215898” to access the call. International callers should dial +1
647-427-3411. The call will also be webcast (audio) live and accessed
from the company’s website at www.uqm.com/investors,
and select “webcasts.” Parties listening via the webcast will be in a
“listen-only” mode. Please log onto UQM’s website ten minutes prior to
the start of the webcast to register.

The presentation will be made available for replay on the company’s
website under the Investors section. To register, click here
or visit www.uqm.com,
click on the Investor tab and select “Shareholder Update Webcast.” A
webcast (audio) replay will be available two hours following the live
event and can be accessed and replayed at any time.

Advisors

Greenhill & Co. is acting as financial advisor and Winston & Strawn is
acting as legal advisor to Danfoss. Polsinelli is acting as legal
advisor to UQM, and Duff & Phelps provided a fairness opinion to UQM’s
board of directors.

About Danfoss

Danfoss is a multi-industry technology provider divided into four
business segments: Danfoss Power Solutions, Danfoss Cooling, Danfoss
Drives, and Danfoss Heating. Danfoss Power Solutions is a leading player
in hydraulic systems and components for powering off-highway machinery.
Danfoss Cooling is a market leader in the air-conditioning and
refrigeration industry. Danfoss Drives’ key expertise lies in
low-voltage AC drives, power modules, and stacks for a number of
industries. Danfoss Heating enjoys leading positions within residential
heating, commercial heating, and district energy.

About UQM

UQM Technologies is a developer and manufacturer of power-dense,
high-efficiency electric motors, generators, power electronic
controllers and fuel cell compressors for the commercial truck, bus,
automotive, marine, and industrial markets. A major emphasis for UQM is
developing propulsion systems for electric, hybrid electric, plug-in
hybrid electric and fuel cell electric vehicles. UQM is TS 16949 and ISO
14001 certified and located in Longmont, Colorado. For more information,
please visit www.uqm.com.

This Release contains statements that constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act. These statements appear in a
number of places in this Release and include statements regarding our
plans, beliefs or current expectations; including those plans, beliefs
and expectations of our management with respect to, among other things,
UQM shareholders may not approve the transaction; the conditions to the
completion of the transaction may not be satisfied, or the regulatory
approvals may not be obtained, may be delayed or may be made subject to
additional terms; closing of the transaction may not occur or may be
delayed, either as a result of delays in approvals, litigation related
to the transaction or otherwise; financial results, including sales,
operating costs, and other costs may be negatively impacted, and
relationships with employees, customers and suppliers may be disrupted
or impacted at a level greater than expected; gaining required
certifications, new product developments, future orders to be received
from our customers, and expected sales of products from
inventory, future financial results, liquidity, and the continued growth
of the electric-powered vehicle industry may be delayed or fail to meet
expectations. Important Risk Factors that could cause actual results to
differ from those contained in the forward-looking statements are
contained in our Form 10-K and Form 10-Qs, which are available through
our website at www.uqm.com
or at www.sec.gov.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company plans to
file relevant materials with the Securities and Exchange Commission (the
“SEC”), including a proxy statement. Promptly after filing its
definitive proxy statement with the SEC, the Company will mail the
definitive proxy statement to each stockholder entitled to vote at the
special meeting relating to the transaction. STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT
THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE
PARTIES TO THE TRANSACTION. The definitive proxy statement, the
preliminary proxy statement, and other relevant materials in connection
with the transaction (when they become available), may be obtained free
of charge at the SEC’s website (www.sec.gov)
or, without charge, from the Company by mail or online from the
Company’s website at www.uqm.com.

The Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the Company
stockholders with respect to the proposed transaction. Information about
the directors and executive officers of the Company is set forth in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2017. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy
statement and other materials supplied by the Company.

Source: UQM Technologies, Inc.

Contacts

UQM Investor Relations
Chris Witty, 646-438-9385
cwitty@darrowir.com
or
UQM
Technologies, Inc.
David Rosenthal, 303-682-4900
investor@uqm.com