Announcement • Apr 01
Shares of Synex Renewable Energy Corporation to Delist from the TSX Synex Renewable Energy Corporation announced that it has entered into a definitive arrangement agreement dated March 27, 2025 (the 'Arrangement Agreement') with Sitka Power Inc. ('Sitka' or the 'Purchaser'), whereby the Purchaser has agreed to acquire 100% of the issued and outstanding common shares (the 'Company Shares') of the Company (the 'Transaction'). In connection with the closing of the Transaction, the Company Shares will be delisted from the TSX and the Company will apply to cease to be a reporting issuer. Announcement • Mar 30
Sitka Power Inc. entered into a definitive arrangement agreement to acquire Synex Renewable Energy Corporation (TSX:SXI) for CAD 12.02 million. Sitka Power Inc. entered into a definitive arrangement agreement to acquire Synex Renewable Energy Corporation (TSX:SXI) for CAD 12.02 million on March 27, 2025. Under the terms of the Arrangement Agreement, holders of Company Shares (the “Shareholders”) will receive CAD 2.40 in cash per Company Share (the “Transaction Consideration”) on completion of the Transaction, implying an enterprise value of approximately CAD 25.2 million. The Transaction Consideration represents a premium of approximately 58% to the 20-day volume weighted average price (“VWAP”) of the Company Shares on the Toronto Stock Exchange (the “TSX”) as of March 27, 2025, the last trading day prior to the announcement of the Transaction. In connection with the closing of the Transaction, the Company Shares will be delisted from the TSX and the Company will apply to cease to be a reporting issuer. The Arrangement Agreement provides for the payment by the Company to Sitka of a termination fee of CAD 600,000 in certain circumstances, including where the Company has accepted a superior proposal and terminates the Arrangement Agreement.
Completion of the Transaction is, among other customary matters, subject to: Approval by: (i) at least two-thirds of the votes cast by Shareholders at a special meeting (the “Company Meeting”); and (ii) a majority of the votes cast by Shareholders at the Company Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a “business combination” in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”)); Supreme Court of British Columbia approval of the Transaction; and Completion of all required regulatory approvals, including from the British Columbia Hydro and Power Authority and the British Columbia Utilities Commission, relating to the Transaction. All of the directors and officers of the Company, who collectively own approximately 67% of the outstanding Company Shares, have entered into voting and support agreements pursuant to which they have agreed to vote their Company Shares in favor of the Transaction. The Special Committee, comprised of Richard McGivern and Danny Sgro, after receiving legal and financial advice, including the fairness opinions from the financial advisors discussed below, has unanimously recommended that the Board approve the Arrangement Agreement having determined, among other things, that the Transaction is fair to the Shareholders from a financial point of view.
Dentons Canada LLP is acting as legal advisor to the Company. Stikeman Elliott LLP is acting as legal advisor to Sitka. Beacon Securities Limited is acting as financial advisor to the Company. Morrison Park Advisors is acting as independent financial advisor to the Special Committee of Synex Renewable. The Special Committee of Synex Renewable has obtained a fairness opinion from each of Beacon Securities Limited (who acted as financial advisor to the Company in connection with the Transaction) and Morrison Park Advisors. Board Change • Mar 20
Less than half of directors are independent Following the recent departure of a director, there are only 2 independent directors on the board. The company's board is composed of: 2 independent directors. 3 non-independent directors. Independent Director Richard McGiven was the last independent director to join the board, commencing their role in 2018. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. 
