Spark Power Announces Completion of Going Private Transaction with Affiliate of American Pacific Group
OAKVILLE, ON / ACCESSWIRE / December 5, 2023 / Spark Power Group Inc. (TSX:SPG), parent company of Spark Power Corp. ("Spark Power"), is pleased to announce the successful completion of its previously-announced statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the "Arrangement") involving Generator-Spark Canada Buyer Inc. (the "Purchaser"), an affiliate of American Pacific Group, LP ("APG").
Spark Power obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the Arrangement on December 4, 2023.
Pursuant to the Arrangement, among other things, the Purchaser acquired all of the issued and outstanding common shares of Spark Power (the "Common Shares") for cash consideration of $0.825 per Common Share (the "Consideration"). The Arrangement became effective at 12:01 a.m. (Toronto time) on December 5, 2023, resulting in Spark Power becoming a wholly-owned subsidiary of the Purchaser.
Registered shareholders are reminded that, in order to receive the Consideration in exchange for their Common Shares, they must complete, sign and return the letter of transmittal to TSX Trust Company, in its capacity as depositary under the Arrangement, together with their certificate(s) or DRS advice(s) representing their Common Shares. If you have any questions or require further information regarding the procedures for receiving the Consideration, please contact Spark Power's proxy solicitation agent, TMX Investor Solutions Inc.: (i) by telephone at 1-866-828-9088 (North American Toll Free) or 1-201-806-7301 (Outside North America); or (ii) by email at Info_TMXIS@tmx.com.
As a result of the completion of the Arrangement, the Common Shares are expected to be delisted from the Toronto Stock Exchange within three business days following closing. Following the delisting, Spark Power intends to submit an application to the applicable securities regulators to cease to be a reporting issuer and to terminate its public reporting obligations.
Further details regarding the Arrangement are set out in Spark Power's management information circular dated November 2, 2023, which is available on SEDAR+ (www.sedarplus.ca) under Spark Power's issuer profile.
Advisors
MPA Morrison Park Advisors Inc. acted as financial advisor to the special committee of independent directors of Spark Power (the "Special Committee"). Bennett Jones LLP acted as legal advisor to the Special Committee. Stikeman Elliott LLP and Jones Day acted as legal advisors to the Purchaser.
About Spark Power
Spark Power is a leading independent provider of end-to-end electrical services and operations and maintenance services to the industrial, utility, and renewable asset markets in North America. We work to earn the right to be our customers' Trusted Partner in Power™. Our highly skilled and dedicated people, located in the communities we serve, combined with our knowledge of the power industry, technology expertise, and commitment to safety, ensures we deliver the right solutions that keep our customers' operations up and running today and better equipped for tomorrow. Learn more at www.sparkpowercorp.com.
About APG
APG is a San Francisco Bay Area-based private equity firm with (USD) $1.2 billion of capital under management. APG and its team have experience in executing take-private transactions, in investing in Canadian companies, and in partnering with companies in the renewables and electrical power services sectors to grow by better serving their customers. For more information, please visit www.americanpacificgroup.com.
Cautionary Note - Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, the timing and ability of Spark Power to cause the Common Shares to be delisted from the Toronto Stock Exchange; and the timing and ability of Spark Power to obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements.
Although Spark Power believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Spark Power, and its management and board of directors, as of the date hereof. Spark Power cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Spark Power will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Spark Power, the current Shareholders, or its future results and performance of Spark Power. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR+ (www.sedarplus.ca) under Spark Power's issuer profile and on Spark Power's website.
Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of Spark Power at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Spark Power disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Spark Power.
Investor and Regulatory Inquiries:
Richard Perri, Executive Vice President & Chief Financial Officer
investor@sparkpowercorp.com
+1 (905) 829-3336
Media Inquiries:
Lauren D'Andrea, Manager of Corporate Communications & Brand
media@sparkpowercorp.com
+1 (416) 902-4393
SOURCE: Spark Power Group Inc.
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