공지 • Jun 01
Superior Plus Corp. (TSX:SPB) completed the acquisition of Certarus ltd.
Superior Plus Corp. (TSX:SPB) entered into a definitive arrangement agreement to acquire Certarus ltd. for approximately CAD 980 million on December 21, 2022. Under the terms of the transaction, Superior will acquire all the outstanding common shares of Certarus representing an equity value of CAD 853 million and assume Certarus’ outstanding senior bank credit and leases with a total value of CAD 196 million. Pursuant to the Arrangement, each Certarus shareholder will receive CAD 12.15 in cash per Certarus Share for 41.5% of the Certarus Shares held and 1.185365854 common shares in the capital of Superior per Certarus Share for the remaining 58.5% of the Certarus Shares held. In aggregate, Certarus shareholders will receive CAD 353 million in cash and approximately 48.8 million Superior common shares valued at CAD 500 million. Superior intends to finance the transaction and related transaction expenses through incremental drawings from its expanded senior credit facilities. The expanded senior credit facilities will increase to CAD 1.3 billion from the current size of CAD 750 million via the addition of a new CAD 550 million senior secured credit facility with a three-year term (the “New Credit Facility”) provided by a group of lenders including Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, The Toronto-Dominion Bank and National Bank of Canada. Pursuant to the Arrangement Agreement, a termination amount of CAD 55 million will be payable by Certarus under certain circumstances. The Arrangement Agreement also provides that a termination amount of CAD 55 million will be payable by Superior in certain circumstances.
The transaction is subject to approval of at least 66 2/3% of the votes cast by Certarus shareholders at a special meeting, receipt of required regulatory, court and stock exchange approvals, and other customary closing conditions including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the U.S. and the Competition Act in Canada. The transaction has been unanimously approved by the Board of Directors of both Superior and Certarus. Holders of more than 66 2/3% of Certarus shares, including the entire senior management team, the Board of Directors and Certarus’ largest shareholders, have entered into voting support agreements pursuant to which they have agreed to vote in support of the transaction. On February 14, 2023, 99.9% of Certarus shareholders voted in favour of the acquisition. In addition, the waiting period under the Hart-Scott-Rodino Act in the United States, where over 85% of Certarus’ revenues are generated, expired on February 13, 2023. Superior expects the transaction will close in the first half of 2023, subject to satisfaction of the remaining customary closing conditions. As of March 31, 2023, Superior and Certarus have now each complied with the Supplementary Information Request from the Canadian Competition Bureau, and the Canadian Competition Bureau continues its review of the transaction. The transaction is expected to close in the second quarter of 2023.
CIBC Capital Markets acted as financial advisor and Torys LLP acted as Canadian legal advisor to Superior. J.P. Morgan and National Bank Financial Inc. acted as financial advisors to Certarus. Burnet, Duckworth & Palmer LLP is acted as legal advisor to Certarus. TD Securities Inc. acted as financial advisor to Certarus. National Bank Financial, Inc. acted as fairness opinion provider to the board of Certarus. Joe Roger, Adam Kowis, King Milling, Craig Falls, Amy W Ray, Jeanine P. McGuinness, Robert M. O'Connell, Sulina Gabale, Jason D. Flaherty, Nicole Walsh and Stacy Kray of Orrick, Herrington & Sutcliffe LLP acted as legal advisors to Superior Plus.
Superior Plus Corp. (TSX:SPB) completed the acquisition of Certarus ltd. on May 31, 2023. The transaction was financed using a combination of common shares and cash, with Certarus shareholders received a total consideration of approximately CAD 851 million or CAD 12.15 per Certarus share. Approximately 48.6 million Superior common shares were issued directly to Certarus shareholders valued at CAD 498 million and CAD 353 million in cash was paid to Certarus shareholders, which was drawn from Superior’s expanded CAD 1.3 billion senior credit facilities. The long-term credit facilities were expanded with a new $550 million senior secured credit facility with a three-year term, providing increased liquidity to continue to grow the combined company. Superior received a no-action letter from the Canadian Competition Bureau after entering into a consent agreement to retain all of Certarus’ assets while agreeing to divest eight retail propane distribution locations and related assets in Northern Ontario. McCarthy Tétrault LLP acted as legal advisor to Certarus Ltd.