TORONTO, June 25, 2024 (GLOBE NEWSWIRE) — Chemtrade Logistics Income Fund (TSX: CHE.UN) (“Chemtrade” or the “Fund”) today announced the commencement of its previously announced substantial issuer bid (the “Offer”), under which the Fund is offering to purchase for cancellation up to all of its issued and outstanding 8.50% Convertible Unsecured Subordinated Debentures due September 30, 2025 (the “Debentures”) (CUSIP No. 16387PAK9). The Offer commences today and will expire at 5:00 p.m. Eastern time on July 31, 2024, unless extended, varied or terminated by the Fund.
The purchase price under the Offer is $1,300 in cash per $1,000 principal amount of Debentures. In addition, holders of Debentures (each, a “Debentureholder”) who tender and do not withdraw their Debentures under the Offer will receive a cash payment in respect of all accrued and unpaid interest on such Debentures up to, but excluding, the date they are taken up by the Fund pursuant to the Offer.
The full terms and conditions of the Offer are described in detail in the offer to purchase and issuer bid circular of the Fund and other related documents (collectively, the “Offer Documents”), that have been mailed to Debentureholders and which have been filed and are available under the Fund’s SEDAR profile at www.sedarplus.ca. The Offer Documents provide important information on the Offer, including instructions for tendering Debentures to the Offer and the factors considered by the Board of Trustees of Chemtrade in making its decision to approve the Offer. Debentureholders should carefully read the Offer Documents prior to making a decision with respect to the Offer. The Offer is not conditional on any minimum number of Debentures being tendered but is subject to various other conditions that are typical for a transaction of this nature.
Desjardins Capital Markets is acting as dealer manager and financial advisor to the Fund (the “Dealer Manager”) in connection with the Offer.
Any questions or requests for information may be directed to Computershare Investor Services Inc., as the depositary (the “Depositary”) for the Offer, at 1-800-564-6253 (Toll Free).
All of the Debentures are held in book-entry form through the facilities of CDS Clearing and Depository Services Inc. If you hold Debentures through a broker, dealer, commercial bank, trust company or other nominee, you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to tender Debentures pursuant to the Offer. You should check with such broker, dealer, commercial bank, trust company or other nominee to determine whether they will charge you a fee for tendering Debentures on your behalf. You should also confirm with the broker, dealer, bank, trust company or other nominee any deadlines by which you must provide your tender or deposit instructions, because the relevant deadline set by such nominee may be earlier than the deadlines set forth herein.
None of Chemtrade, the Board of Trustees, the Dealer Manager, the Depositary or any of their respective affiliates, makes any recommendation to any Debentureholder as to whether to deposit or refrain from depositing all or a portion of their Debentures under the Offer. Debentureholders must make their own decisions as to whether to deposit or refrain from depositing their Debentures, and, if tendered, the amount of their Debentures to deposit. Debentureholders are strongly urged to review and evaluate carefully all information in the Offer Documents, to consult their own financial, tax and legal advisors, and to make their own decisions as to whether to deposit Debentures under the Offer and, if so, what principal amount of Debentures to deposit. This news release does not constitute an offer to buy or the solicitation of an offer to sell Debentures. The solicitation and the offer to buy Debentures will only be made pursuant to the Offer Documents.
About Chemtrade
Chemtrade operates a diversified business providing industrial chemicals and services to customers in North America and around the world. Chemtrade is one of North America’s largest suppliers of sulphuric acid, spent acid processing services, inorganic coagulants for water treatment, sodium chlorate, sodium nitrite and sodium hydrosulphite. Chemtrade is also the largest producer of high purity sulphuric acid for the semiconductor industry in North America. Chemtrade is a leading regional supplier of sulphur, chlor-alkali products, and zinc oxide. Additionally, Chemtrade provides industrial services such as processing by-products and waste streams.
Caution Regarding Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking statements within the meaning of certain securities laws, including the Securities Act (Ontario). Forward-looking statements can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking statements in this news release include statements relating to the Offer and the terms thereof, including the maximum principal amount of Debentures that Chemtrade may purchase under the Offer; the expiration time and expected timing for the take up and payment for the Debentures; and the ability of Chemtrade to complete the transactions described herein.
Forward-looking statements in this news release describe the expectations of the Fund and its subsidiaries as of the date hereof. These statements are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements for a variety of reasons, including without limitation the risks and uncertainties detailed under the “Risk Factors” section of the Fund’s latest Annual Information Form and the “Risks and Uncertainties” section of the Fund’s most recent Management’s Discussion & Analysis.
Although the Fund believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon. With respect to the forward-looking statements contained in this news release, the Fund has made assumptions regarding: there being no significant disruptions affecting the operations of the Fund and its subsidiaries.
Except as required by law, the Fund does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.
Further information can be found in the disclosure documents filed by Chemtrade Logistics Income Fund with the securities regulatory authorities, available at www.sedarplus.ca.
For further information:
Rohit Bhardwaj
Chief Financial Officer
Tel: (416) 496-4177
Ryan Paull
Senior Manager, Corporate Development
Tel: (973) 515-1831
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