Piller USA, Inc. made an offer to acquire substantially all assets and operations from Active Power Inc. (NasdaqCM: ACPW) on September 7, 2016. Piller USA, Inc. signed an asset purchase agreement to acquire substantially all assets and operations from Active Power Inc. (NasdaqCM: ACPW) on September 29, 2016. Piller will pay for $1 in cash as consideration. As part of the agreement, Piller will acquire substantially all assets and operations of Active Power excluding its tax benefits and cash in an amount equal to the excess of net assets at closing over $5 million. Piller will also pay off the loan owed by Active Power to Silicon Valley Bank in full at closing. Piller USA will assume all of Active Power’s balance sheet liabilities as of the closing, which were approximately $17.34 million on June 30, 2016, and all ongoing liabilities relating to the assets purchased by Piller USA. The transaction also includes acquisition of the Active Power name. The stockholders of Active Power will not receive any consideration in the acquisition, but will maintain their ownership interests in Active Power going forward. As per the terms of the agreement, Active Power will remove its common stock from listing on the NASDAQ and will change its name but will continue to exist in its current form. Piller USA will offer employment to all employees of Active Power other than to Mark A. Ascolese and James A. Powers. The completion of the transaction is subject to Active Power Inc.'s shareholder approval, third party consents, regulatory approvals, payment by Piller of a loan owed by Active Power to Silicon Valley Bank and customary conditions. The Board of Directors of the Active Power Inc. unanimously approved the transaction on September 28, 2016. on November 16, 2016, shareholders of Active Power approved the transaction. The transaction can be terminated if not closed by December 31, 2016. The transaction is expected to close in the fourth quarter of 2016. J. Nixon Fox of DuBois Bryant and Campbell, LLP acted as legal advisor for Active Power, Inc. Cliff Ernst of Graves, Dougherty, Hearon & Moody, P.C. acted as legal advisor for Langley Holdings plc. Jordan Darrow of Darrow Associates, Inc. acted as public relations advisor for Active Power. Alliance Advisors LLC acted as proxy solicitor for Active Power and was paid a fee of $0.01 million plus reasonable out-of-pocket expenses. Roth Capital Partners, LLC acted as financial advisor and fairness opinion provider for Active Power. Active Power paid Roth Capital a fee of $0.1 million for rendering its fairness opinion. American Stock Transfer & Trust Company, LLC acted as transfer agent for Active Power. Piller USA, Inc. completed the acquisition of substantially all assets and operations from Active Power Inc. (NasdaqCM: ACPW) on November 19, 2016. Active Power is changing its name to P10 Industries, Inc. and will voluntarily delist its common stock from The NASDAQ Capital Market, which is expected on December 1, 2016.