CALGARY, AB–(Marketwired – December 15, 2016) – Canexus Corporation (TSX: CUS) (“Canexus” or the “Corporation”) today confirmed that it has entered into an arrangement agreement (the “Arrangement Agreement”) with Chemtrade Logistics Income Fund and an indirect wholly-owned subsidiary of Chemtrade Logistics Income Fund (collectively, “Chemtrade”), pursuant to which Chemtrade would purchase all of the issued and outstanding common shares of Canexus (the “Common Shares”) for cash consideration of $1.65 per Common Share. The transaction is to be completed by way of a plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”).
The Arrangement reflects an enterprise value of approximately $900 million for Canexus. The consideration payable pursuant to the Arrangement represents an increase of 10% over the offer price of $1.50 per Common Share reflected in Chemtrade’s unsolicited take-over circular dated October 4, 2016, and a premium of 33.1% compared with the unaffected closing price of $1.24 per Common share on the Toronto Stock Exchange on September 13, 2016 (the last trading day prior to Chemtrade’s public announcement of its initial proposal to acquire Canexus).
Canexus’ board of directors, after consultation with its financial and legal advisors, and after receiving the unanimous recommendation of its special committee, unanimously determined that the Arrangement is in the best interests of Canexus. The board will recommend that Canexus shareholders vote in favour of the Arrangement.
All Canexus directors and members of senior management, as well as certain institutional shareholders representing approximately 20% percent of Canexus’ Common Shares, have entered into voting support agreements in connection with the Arrangement.
Canexus intends to hold a meeting of shareholders in early February 2017 to vote on the Arrangement. Closing is expected before the end of April, 2017. Further information regarding the Arrangement will be included in an information circular to be mailed to Canexus shareholders prior to the meeting.
CIBC Capital Markets and The Valence Group are Canexus’ financial advisors. Each of CIBC Capital Markets and The Valence Group has provided a fairness opinion to the board of directors of Canexus that, subject to the assumptions, limitations and qualifications set out in such fairness opinion, the consideration to be received by Canexus shareholders in connection with the Arrangement is fair, from a financial point of view, to such Canexus shareholders.
Stikeman Elliott LLP is Canexus’ legal counsel. Longview Communications Inc. is Canexus’ communications advisor. Kingsdale Shareholder Services is Canexus’ strategic shareholder services advisor.
About Canexus
Canexus produces sodium chlorate and chlor-alkali products largely for the pulp and paper and water treatment industries. Our four plants in Canada and two at one site in Brazil are reliable, low-cost, strategically located facilities that capitalize on competitive electricity costs and transportation infrastructure to minimize production and delivery costs. Canexus targets opportunities to maximize shareholder returns and delivers high-quality products to its customers and is committed to Responsible Care® through safe operating practices. Canexus’ common shares (CUS) and debentures (Series IV – CUS.DB.B; Series V – CUS.DB.C; Series VI – CUS.DB.D) trade on the Toronto Stock Exchange. More information about Canexus is available at www.canexus.ca.
Forward-Looking Statements
This news release contains forward-looking statements and information relating to expected future events and financial and operating results of the Corporation and its subsidiaries, including with respect to: the anticipated completion of the proposed arrangement. Canexus has provided these anticipated times in reliance on certain assumptions that Canexus believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory and shareholder approvals and the time necessary to satisfy the conditions to the closing of the arrangement. These dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary regulatory or shareholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release concerning these times. Readers are cautioned that the foregoing list of factors is not exhaustive. The use of the words “expects”, “anticipates”, “continue”, “estimates”, “projects”, “should”, “believe”, “plans”, “intends”, “may”, “will” or similar expressions are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements for a variety of reasons, including market and general economic conditions, future costs, treatment under governmental regulatory, tax and environmental regimes and the other risks and uncertainties detailed under “Risk Factors” in the Corporation’s Annual Information Form filed on the Corporation’s SEDAR profile at www.sedar.com. Management believes the expectations reflected in these forward-looking statements are currently reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Due to the potential impact of these factors, the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. Any financial outlook information contained in this news release about prospective results of operations, financial position or cash flows is based on assumptions about future events including economic conditions and proposed courses of action, based on Management’s assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this news release should not be used for purposes other than for those for which it is disclosed herein.
Further information:
Dean R. Beacon
Senior Vice President, Finance and CFO
(403) 571-7300
Sarah Scott
Investor Relations
(403) 571-7397
Media contact:
Phoebe Buckland
Longview Communications Inc.
(416) 649 8008
Shareholder contact:
Kingsdale Shareholder Services
1-866-581-0507
contactus@kingsdaleshareholder.com