MXWL Maxwell Technologies, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

MAXWELL TECHNOLOGIES, INC.

(Names of Subject Company)

CAMBRIA ACQUISITION CORP.

(Offeror)

TESLA, INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.10 PAR VALUE

(Title of Class of Securities)

577767106

(CUSIP Number of Class of Securities)

Elon Musk

Chief Executive Officer

Tesla, Inc.

3500 Deer Creek Road

Palo Alto, California 94304

(650) 681-5000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

This Tender Offer Statement on Schedule TO is filed by Tesla, Inc., a Delaware corporation (“Tesla”), and Cambria Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Tesla (the “Offeror”). This Schedule TO relates to the offer by Offeror to exchange for each outstanding share of common stock of Maxwell Technologies, Inc., a Delaware corporation (“Maxwell”), par value $0.10 per share (“Maxwell common stock” and such shares of Maxwell common stock, “Maxwell shares”), validly tendered and not validly withdrawn in the offer, for a fraction of a share of Tesla common stock, par value $0.001 per share (which we refer to as “Tesla common stock” and such shares of Tesla common stock, “Tesla shares”) equal to the quotient obtained by dividing $4.75 by the volume weighted average of the daily volume weighted average of the trading price of one (1) share of Tesla common stock as reported on the Nasdaq Global Select Market for the five (5) consecutive trading days ending on and including the second trading day immediately preceding the expiration of the offer, subject to the minimum, together with cash in lieu of any fractional shares of Tesla common stock, without interest and less any applicable withholding taxes. In the event that the Tesla common stock price is equal to or less than $245.90, the minimum will apply and each share of Maxwell common stock validly tendered and not validly withdrawn in the offer will be exchanged for 0.0193 of a share of Tesla common stock. The foregoing consideration, the “Offer Consideration,” and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated February 20, 2019 (the “Prospectus/Offer to Exchange”), and in the related letter of transmittal (the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”.

Tesla has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 dated February 20, 2019, relating to the offer and sale of shares of Tesla common stock to be issued to holders of shares of Maxwell common stock validly tendered and not validly withdrawn in the Offer (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the Letter of Transmittal, which are filed as Exhibits (a)(4) and (a)(1)(A), respectively, hereto. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Tesla or the Offeror, is hereby expressly incorporated into this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, dated as of February 3, 2019, by and among Tesla, the Offeror and Maxwell, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated into this Schedule TO by reference.

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ Summary ” and “ Questions and Answers About the Offer and the Merger ” is incorporated into this Schedule TO by reference.

(a) The subject company and issuer of the securities subject to the Offer is Maxwell Technologies, Inc., a Delaware corporation. Its principal executive office is located at 3888 Calle Fortunada, San Diego, California 92123 and its telephone number is (858) 503-3300.

(b) As of February 11, 2019, there were 46,008,549 shares of Maxwell common stock, par value $0.10 per share, issued and outstanding.

(c) The information concerning the principal market in which the shares of Maxwell common stock are traded and certain high and low sales prices for the shares of Maxwell common stock in that principal market is set forth in “ Comparative Market Price ” in the Prospectus/Offer to Exchange and is incorporated into this Schedule TO by reference.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ The Companies—Tesla, Inc. ” and “ The Companies—The Offeror ” is incorporated into this Schedule TO by reference.

(c) The information set forth in the Prospectus/Offer to Exchange is incorporated into this Schedule TO by reference.

(a) The information set forth in the Prospectus/Offer to Exchange is incorporated into this Schedule TO by reference.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ The Companies, ” “ The Offer — Background of the Offer and the Merger ,” “ The Offer — Tesla’s Reasons for the Offer and the Merger ,” “ The Offer — Maxwell’s Reasons for the Offer and the Merger; Recommendation of the Maxwell Board of Directors, “ The Offer—Interests of Certain Persons in the Offer and the Merger ,” “ Merger Agreement ,” “ Other Transaction Agreements ” and “ The Offer —Certain Relationships with Maxwell ” is incorporated into this Schedule TO by reference.

(a), (c)(1-7) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ Questions and Answers about the Offer and the Merger ,” “ The Offer ,” “ Merger Agreement ” and “ Other Transaction Agreements ” is incorporated into this Schedule TO by reference.

(a), (b), (d) The cash in lieu of any fractional shares of Tesla common stock shall be paid from Tesla’s cash on hand. Items 1007 (b) and (d) are not applicable.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ The Companies ,” “ The Offer—Background of the Offer and the Merger ,” “ The Offer—Maxwell’s Reasons for the Offer and the Merger ,” “ Merger Agreement ” and “ The Offer—Certain Relationships with Maxwell ” is incorporated into this Schedule TO by reference.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ The Offer—Procedure for Tendering ,” “ The Offer—Exchange of Shares; Delivery of Tesla Shares ” and “ The Offer—Fees and Expenses ” is incorporated into this Schedule TO by reference.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ Selected Historical Consolidated Financial Data of Tesla, ” “ Selected Historical Consolidated Financial Data of Maxwell ” and “ Where to Obtain More Information ” is incorporated into this Schedule TO by reference.

(b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “ Comparative Historical and Pro Forma Per Share Data ” is incorporated into this Schedule TO by reference.

The information set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal is incorporated into this Schedule TO by reference.

Not applicable.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 20, 2019