Cobasys

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Cobasys LLC supplies nickel metal hydride (NiMH) batteries, battery control systems, and packaged solutions for automative applications, uninterruptable power supplies, telecommunications applications, and distributed power generation.[1] It is a 50-50 joint venture between California-based Chevron Corporation and Michigan-based Energy Conversion Devices, Inc. (also called ECD Ovonics, ECD, or Ovonics)[2][3] The intermediary hierarchy of ownership is that Cobasys LLC is owned by Chevron's subsidiary Chevron Technology Ventures LLC, and ECD Ovonics' subsidiary Ovonic Battery Company.[4]

Contents

[edit] History

[edit] ECD Ovonics, 1960

ECD Ovonics, half owner of Cobasys, was founded in 1960 by Stanford R. Ovshinsky,[5] a scientist and inventor, with his wife and collaborator Iris M. Ovshinsky.[6][7] Mr. Ovshinsky invented NiMH batteries, and ECD Ovonics holds crucial patents on NiMH battery technology, licensing them to all major NiMH battery producers. Among its many activities, it produces consumer-oriented NiMH batteries, while Cobasys focuses on higher-energy industrial applications.[4]

[edit] Ovonic Battery Company, 1982

Ovonic Battery Company (OBC) was formed in 1982 as a joint venture between ECD Ovonics and Detroit, Michigan-based American Natural Resources Company (ANR) to capitalize on the rechargable NiMH batteries which Mr. Ovshinsky had invented.[3][8] ANR had invested $23 million before backing out of the venture in 1995, at which point ECD Ovonics purchased ANR for $8 million in stock and notes, leaving OBC as a wholly owned subsidiary of ECD Ovonics.[8]

In the early 1980s OBC produced Ovonic NiMH batteries for the consumer market.[5] Until that time, Nickel Cadmium (NiCad) batteries dominated the consumer rechargable battery market, but NiMH batteries were safer, and stored more energy in an equivalent size. It also began work with Hyundai Motor Company and an unnamed Japanese automaker on batteries for electric vehicles (EVs).[8] In 1992, OCB was awarded a contract by the United States Advanced Battery Consortium (USABC), a consortium of US automakers, to develop EV batteries, and in 1993, their first EV NiMH battery pack was used in the Chrysler TE van,[5] which previously used Li-alloy/FeS batteries.[9]

[edit] GM Ovonic Battery, 1994

In 1994, Ovonic Battery Company formed a joint venture with General Motors (GM), called GM Ovonic Battery, to manufacture NiMH batteries for electric vehicles.[10] GM was given a 60% share of the venture, and provided operating capital, manufacturing capability, and management personnel, while OBC was given a 40% share, and provided patents, licenses, intellectual property, and engineering personnel.[11] Robert Stempel, who in 1992 concluded a 37 year career at GM, finishing as chairman and CEO, joined ECD Ovonics as an advisor in 1993, and has served as ECD Ovonics' chairman since 1995.[8]

This period was during the development of hybrid and electric vehicles by several automotive manufacturers[12] trying to comply with California's Zero-Emission Vehicle (ZEV) Program, which required 2% of new vehicles sold or leased in the state to be ZEVs by the 1998 model year, and 10% by the 2003 model year.[13] NiMH batteries were used in small production runs of EVs from Toyota, Honda,[12] DaimlerChrysler, and Ford in 1997, and GM in 1999.[14] In 1996, California pushed back its ZEV compliance requirement from 1998 to 2003, and required the sale of just 3,750 ZEVs between 1998 and 2001.[15][16] In 2001, further changes were made to the ZEV Program, which allowed the automotive industry to file a lawsuit that lead to an injunction against its enforcement. A settlement and further modifications continue to delay implementation of any significant portions of the program. GM ceased production of its EV1 electric vehicle in 1999.

[edit] Texaco Ovonic Battery Systems, and Cobasys, 2000

In October 2000, Texaco Inc. bought GM's 60% share in GM Ovonics Battery Systems, adding to their existing 20% share in the company,[17] and restructured the joint venture as a 50-50 partnership with ECD Ovonics, renamed Texaco Ovonic Battery Systems LLC.[18][19] Less than a week later, Texaco and Chevron Corporation announced a merger plan,[20] which was completed a year as they became ChevronTexaco Corporation.[21]

In 2004 this joint venture was renamed Cobasys LLC.[22]

In addition to holding a 50% share of Cobasys, Chevron holds a 19.99% interest in ECD Ovonics.[23] Chevron maintains veto power over any sale or licensing of Cobasys' NiMH technology.[24] In addition, Chevron maintains the right to seize all of Cobasys' intellectual property rights in the event that ECD Ovonics does not fulfill its contractual obligations.[24] On September 10, 2007, Chevron filed a legal claim that ECD Ovonics has not fulfilled its obligations. ECD Ovonics disputes this claim.[25]

Two other 50/50 joint ventures between Texaco and EVD Ovonics were created shortly before and after Texaco's acquisition of GM's shares in what became Cobasys. One focused on regenerative fuel cell technology, the other on metal hydride hydrogen technology.

[edit] Texaco Ovonic Fuel Cell Company, LLC

In September 2000, Texaco Ovonic Fuel Cell Company, LLC was formed as a 50/50 joint venture between ECD Ovonics and Texaco Energy Systems, Inc. to develop and market Ovonic regenerative fuel cell technology.[26] It was later renamed ChevronTexaco Ovonic Fuel Cell Company.[27] In June of 2003, ECD acquired Texaco Energy Systems' share for $1.00, effective December 31, 2002, and 100% ownership was assumed by ECD. The name was changed to Ovonic Fuel Cell Company LLC.[28]

[edit] Texaco Ovonic Hydrogen Systems, LLC

In October 2000, Texaco Ovonic Hydrogen Systems, LLC was formed as a 50/50 joint venture between ECD Ovonics and Texaco Energy Systems, Inc. to develop and market ECD's metal hydride hydrogen technology.[29] It was later renamed ChevronTexaco Ovonic Hydrogen Systems.[27] In December 2004, ChevronTexaco's share in the venture was traded to ECD Ovonic in a deal that granted Cobasys an expansion of their NiMH battery technology licenses given by ECD Ovonics.[30] The now wholly owned susidiary of ECD Ovonics was renamed Ovonic Hydrogen Systems LLC.[31]

[edit] Patent dispute with Panasonic EV Energy

Panasonic EV Energy (PEVE), a joint venture between Matsushita and Toyota begun in 1996, pioneered several advances in large-format NiMH batteries suitable for electric vehicles.

PEVE supplied higher capacity (28Ah-95Ah) NiMH batteries for use in Toyota, Honda, and Ford battery electric vehicles (BEVs) that began production in 1997.[32] PEVE's lower capacity batteries powered the hybrid electric vehicle (HEV) Toyota Prius, which was introduced in Japan in 1997, and sold 18,000 units in its first year of production, as well as the first Honda Insight and Civic hybrid models.[33] BEV production by major automakers ceased in the early 2000s, with most leased BEV vehicles crushed by their manufacturers, and replacement batteries unavailable for remaining vehicles.

A 2001 patent infringement lawsuit brought by ECD Ovonics and Ovonic Battery Company, Inc. against Matsushita, Toyota, and PEVE was settled in July 2004. Settlement terms called for cross-licensing between parties of current and future NiMH-related patents filed through December 31, 2014. The terms did not allow Matushita, Toyota, and PEVE to sell certain NiMH batteries for transportation applications in North America until the second half of 2007, and commercial quantities of certain NiMH batteries in North America until the second half of 2010. Additionally, Ovonic Battery Co. and ECD Ovonics received a $10 million patent license fee, Cobasys received a $20 million patent license fee, $16 million of which was earmarked to reimburse legal expenses, and Cobasys would receive royalties on certain batteries sold by Matushita/PEVE in North America.[34]

Licensing terms were expanded in 2005, with PEVE granted further license to sell NiMH batteries for certain transportation applications in North America, in exchange for royalties paid to Cobasys through 2014.[35]

PEVE currently makes batteries for several Toyota brands, Daihatsu, Hyundai/Kia, and Hino.

[edit] Current Business

According to SEC filings, ECD Ovonics and Cobasys hold 125 US patents related to NiMH battery technology. 13 of the patents, considered particularly important, are due to expire by 2014. [36]

Cobasys and A123Systems announced a partnership in 2007 to develop, manufacture, sell and service a lithium ion batteries for automotive applications. A123Systems will provide their proprietary nanophosphate lithium ion technology and manufacture the batteries, while Cobasys will act as the tier one supplier to the automotive industry, providing extensive development and integration services.[37]

Cobasys is currently contracted to provide NiMH battery systems for the GM's Saturn Vue Green Line SUV, GM's Saturn Aura Green Line sedan, and GM's Chevrolet Malibu Hybrid Sedan. They are also developing lithium-ion batteries for both plug-in hybrid and extended range electric vehicles for GM, including GM's Saturn Vue Green Line plug-in hybrid SUV, and GM's E-Flex electric vehicle system.[38]

In March, 2007, Cobasys announced that they were exploring strategic alternatives to growth, engaging the services of financial advisors from UBS Investment Bank and Goldman, Sachs & Co.[39]

[edit] Criticisms

In 1994, General Motors acquired a controlling interest in Ovonics's battery development and manufacturing, including patents and trade secrets controlling the manufacturing of large nickel metal hydride (NiMH) batteries. In 2001, Texaco purchased GM's share in GM Ovonics. Critics claim that large-format NiMH batteries were commercially viable and ready for mass production, but Chevron and other oil-related interests suppressed the technology to forestall the introduction of plug-in hybrids.[40]

In her book, Plug-in Hybrids: The Cars that Will Recharge America, published in February 2007, Sherry Boschert argues that large-format NiMH batteries are commercially viable but that Cobasys refuses to sell or license them to small companies or individuals. Boschert reveals that Cobasys accepts only very large orders for these batteries. When Boschert conducted her research, major auto makers showed little interest in large orders for large-format NiMH batteries. However, Toyota employees complained about the difficulty in getting smaller orders of large format NiMH batteries to service the existing 825 RAV-4EVs. Since no other companies were willing to make large orders, Cobasys was not manufacturing nor licensing any large format NiMH battery technology for automotive purposes. Boschert concludes that "it's possible that Cobasys (Chevron) is squelching all access to large NiMH batteries through its control of patent licenses in order to remove a competitor to gasoline. Or it's possible that Cobasys simply wants the market for itself and is waiting for a major automaker to start producing plug-in hybrids or electric vehicles."[41]

Recently-signed Cobasys contracts with GM demonstrate that the company is willing to use its NiMH technology in the automotive industry, specifically for use with hybrid electric vehicles. However, other actions by Cobasys suggest that the company remains unwilling to make NiMH battery technology economically feasible for the development of automobiles that rely on electric motor technology more than currently available hybrid cars. In October 2007, International Acquisitions Services, Inc., Innovative Transportation Systems AG and Neville Chamberlain filed suit against Cobasys and its parents for refusing to fill a large, previously agreed-upon order for large-format NiMH batteries to be used in the electric Innovan. [42]

[edit] May 2005

ECD Ovonics Completes Option Exercise for Purchase of 4,376,633 Shares of its Common Stock from Chevron resulting in a 13.4% Reduction of Issued and Outstanding Common Stock

Rochester Hills, Mich., May 17, 2005 - Energy Conversion Devices, Inc. (ECD Ovonics) (NASDAQ:ENER) announced today that it has completed the exercise of its option to purchase 4,376,633 shares of its Common Stock previously owned by a subsidiary of Chevron Corporation. The shares acquired through the option exercise are being cancelled and returned to authorized and unissued status.

The shares were purchased for $4.55 per share, or a total purchase price of $19,913,680. ECD Ovonics funded the option exercise transaction out of currently available cash, including the $109 million from the recent sale of its Common Stock and the exercise of warrants by certain warrantholders.

ECD Ovonics received the option through its subsidiary Ovonic Battery Company, Inc. in December 2004 in consideration of the expansion of the scope of licenses to Cobasys LLC, the 50-50 Ovonic nickel metal hydride battery manufacturing joint venture between Ovonic Battery and ChevronTexaco Technology Ventures LLC, a subsidiary of Chevron.

"We are pleased that, with the recent private placement and the exercise of outstanding warrants, we are well positioned to pursue our strategy to finance the expansion of United Solar Ovonic's solar manufacturing facility, improve our capital structure and complete the exercise of the option," said Robert C. Stempel, Chairman and CEO of ECD Ovonics.

As a consequence of the cancellation of the 4,376,633 shares acquired through the option exercise, the number of shares of ECD Ovonics Common Stock presently issued and outstanding has been reduced by 13.4% to 28,211,520.

[edit] References

  1. ^ Markets Served Cobasys. Retrieved on 2007-08-06.
  2. ^ Cobabsys: Investors (Corporate website). Cobasys. Retrieved on 2007-08-07.
  3. ^ a b Roberson, J. Supplier Cobasys exploring more hybrid batteries. Detroit Free Press, 2007-03-14. Retrieved on 2007-08-06.
  4. ^ a b Ovonic Materials Division — NiMH Battery JV Overview ECD Ovonics. Retrieved on 2007-08-08.
  5. ^ a b c ECD Ovonics History ECD Ovonics. Retrieved on 2007-08-06.
  6. ^ ENER: Profile for Energy Conversion Devices. Yahoo! Finance. Retrieved on 2007-08-06.
  7. ^ Energy Conversion Devices, Inc. 2006 Proxy Statement. Energy Conversion Devices, Inc. 2006-10-16.
  8. ^ a b c d Energy Conversion Devices, Inc.: Information from Answers.com. Answers.com. Retrieved on 2007-08-06.
  9. ^ Chilenskas, A. A., and G. Barlow. Li/FeS battery design for an electric van. (Abstract Only). Society of Automotive Engineers international congress and exposition; 27 Feb - 3 Mar 1989; Detroit, MI (USA); DOE Project; Technical Paper 890785. 1989. Retrieved on 2007-08-06.
  10. ^ Texaco and ECD Restructure NiMH Battery Joint Venture - Texaco Ovonic, LLC (Press release). Cobabsys, 2000-10-12. Retrieved on 2007-08-08.
  11. ^ Energy Conversion Devices Inc, 10-Q, For 3/31/97 (SEC Filing). SEC Info, 1997-05-14. Retrieved on 2007-08-08.
  12. ^ a b Honda EV Plus: The Dream of an Electric Vehicle(1988). Honda. Retrieved on 2007-08-07.
  13. ^ [http://www.arb.ca.gov/msprog/zevprog/zevreview/zev_review_staffreport.pdf Status Report on the California Air Resource Board's Zero Emission Vehicle Program] Air Resource Board, California Environmental Protection Agency, 2007-04-20. Retrieved on 2007-08-07.
  14. ^ Anderman, Menahem, Fritz R. Kalhammer, Donald MacArthur, The Year 2000 Battery Technology Advisory Panel. [o3.arb.ca.gov/msprog/zevprog/2000review/btapreport.doc Advanced Batteries for Electric Vehicles: An Assessment of Performance, Cost, and Availability (Draft) June 22, 2000] State of California Air Resources Board, 2000-06-22. Retrieved on 2007-08-07.
  15. ^ Zero Emission Vehicle Study, January 2000 Bureau of Air Quality, Maine Department of Environmental Protection, January, 2000. Retrieved on 2007-08-08.
  16. ^ Fact Sheet: 2003 Zero Emission Vehicle Program Changes State of California Air Resources Board, 2004-03-18. Retrieved on 2007-08-08.
  17. ^ Texaco To Acquire General Motor's Share of GM Ovonic Battery Joint Venture: Deal Reflects Technology's Potential For Broad Energy Applications. (Press release). Cobabsys, 2000-10-10. Retrieved on 2007-08-08.
  18. ^ Texaco and ECD Restructure NiMH Battery Joint Venture - Texaco Ovonic, LLC (Press release). Cobabsys, 2000-10-12. Retrieved on 2007-08-08.
  19. ^ Texaco Ovonic Battery Systems to Build New Plant in Ohio (Press release). Chevron, 2002-10-29.
  20. ^ Chevron and Texaco Agree to $100 Billion Merger Creating Top-tier Integrated Energy Company Texaco Investor Relations Archive, 2000-10-16. Retrieved on 2007-08-08.
  21. ^ ChevronTexaco Corporation Announce Completion of Merger. Texaco Investor Relations Archive, 2001-10-09. Retrieved on 2007-08-08.
  22. ^ We have changed our name to COBASYS. (Press release). Cobabsys, 2004-03-15. Retrieved on 2007-08-08.
  23. ^ ECD Ovonics Definitive Proxy Statement of January 15, 2003
  24. ^ a b ECD Ovonics Amended General Statement of Beneficial Ownership of December 2, 2004
  25. ^ ECD Ovonics 10-Q Quarterly Report for the period ending September 30, 2007
  26. ^ Texaco and Energy Conversion Devices Inc. Form Fuel Cell Joint Venture (Press release). Texaco Investor Relations Archive, 2000-09-21. Retrieved on 2007-08-08.
  27. ^ a b Energy Conversion Devices Inc, DEF 14A, For 1/18/02, EX-99 (SEC Filing). SECInfo.com, 2002-01-18. Retrieved on 2007-08-08.
  28. ^ [http://www.vortexenergy.com/archives/Power_Currents_8-03.pdf. The (De-)Construction Site: M&A Activity] Power Currents, Vol. 1, Issues 6-8, June-August 2003. Retrieved on 2007-08-08.
  29. ^ Texaco and Energy Conversion Devices, Inc. Form Hydrogen Storage Joint Venture (Press release). Ovonic Hydrogen Solutions, 2000-10-31. Retrieved on 2007-08-08.
  30. ^ ECD Announces Expansion of NiMH Battery License to Cobasys and Restructuring of Relationship with ChevronTexaco Technology Ventures (Press release). ECD Ovonics, 2004-12-03. Retrieved on 2007-08-08.
  31. ^ Our Company: Welcome to Ovonic Hydrogen Systems. (Corporate website). Retrieved on 2007-08-08.
  32. ^ Panasonic EV Energy Co., Ltd.: News (Corporate website). Panasonic EV Energy Co., Ltd. Retrieved on 2007-08-08.
  33. ^ Timeline: Life & Death of the Electric Car PBS NOW, 2006-06-09. Retrieved on 2007-08-08.
  34. ^ US SEC Form 8-K, Energy Conversion Devices, Inc., July 7, 2004. (SEC filing). ECD Ovonics, 2004-07-07. Retrieved on 2007-08-08.
  35. ^ Cobasys and Panasonic Expand Relationship for NiMH Batteries (Press release). Cobasys, 2005-07-06. Retrieved on 2007-08-08.
  36. ^ [1] Retrieved on 2007-08-08.
  37. ^ Cobasys and A123Systems Announce Partnership to Develop Lithium Ion Hybrid Electric Vehicle Battery Systems (Press release). Cobasys, 2007-01-03. Retrieved on 2007-08-08.
  38. ^ Cobasys Confirms Production Contract for 2008 Chevrolet Malibu Hybrid Sedan Cobasys, 2007-03-13. Retrieved on 2007-08-08.
  39. ^ Cobasys to Explore Alternatives to Support Growth Strategy Cobasys, 2007-03-14. Retrieved on 2007-08-08.
  40. ^ Boschert, S. Plug-in Hybrids: The Cars that Will Recharge America Gabriola Island, BC: New Society Publishers, 2007. ISBN 9780865715714.
  41. ^ Boschert, S. (2007) Plug-in Hybrids: The Cars that Will Recharge America (Gabriola Island, BC: New Society Publishers) ISBN 9780865715714
  42. ^ ECD Ovonics 10-Q Quarterly Report for the period ending March 31, 2008

[edit] External links