TORONTO, ONTARIO--(Marketwired - Oct. 6, 2015) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Superior Plus Corp. ("Superior") (TSX:SPB) is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with Canexus Corporation ("Canexus"), pursuant to which Superior has agreed to acquire all the issued and outstanding common shares of Canexus by way of a court approved plan of arrangement (the "Arrangement").
The acquisition of Canexus enhances Superior's specialty chemicals business ("ERCO") and cost position as well as provides growth opportunities for Superior. Completion of the Arrangement will allow ERCO to better serve its customers and aligns with Superior's core strategy of investing in businesses that generate strong free cash flow and attractive future growth opportunities.
The combination will enhance Superior's ability to service customers by combining the technical strengths of both companies, including bleaching services and chlorine dioxide generator technical services. The combination will allow for better optimization of plants and improved logistics resulting in more consistent, efficient and reliable delivery of products.
Under the terms of the Arrangement Agreement, Canexus shareholders will receive 0.153 (the "Exchange Ratio") of a Superior common share (a "Superior Share") for each Canexus common share (a "Canexus Share"), representing the equivalent of $1.70 per Canexus Share and a premium of 36.5% based on the 20-day volume weighted-average-price ("VWAP") of the Superior Shares and the Canexus Shares on The Toronto Stock Exchange ("TSX") as of October 5, 2015 and a premium of 47.6% based on the closing prices of the Superior Shares and the Canexus Shares on the TSX on October 5, 2015. Based on the 20-day VWAP, the Exchange Ratio implies a total equity value of $316 million on a fully-diluted basis and an enterprise value of $932 million, representing a multiple of 8.5x Canexus' last twelve months ("LTM") earnings before interest, depreciation and amortization ("EBITDA"), or 6.4x LTM EBITDA including $35 million of expected cost synergies.
Key investment highlights for the combined company include:
- Stable cash flows: Stable and predictable cash flow from a more diversified customer base.
- Attractive business portfolio: Energy Services, Specialty Chemicals, and Construction Products Distribution segments all benefit from attractive market positions and growth opportunities.
- Benefits for customers: Enhances Superior's ability to service customers across North America and globally.
- Enhanced margin profile: Consolidated margin improvement from greater contribution from higher margin Specialty Chemicals division.
- Improved capital markets profile: Combined enterprise value of $3.5 billion expected to provide increased trading liquidity and enhance the combined company's capital markets profile, access to capital and institutional following.
- Strong credit profile: Maintains financial flexibility and capital markets access.
- Experienced and proven management team: Since 2012, Superior's management team has delivered total shareholder return of approximately 146%.
"This is a transformational acquisition for Superior. The combination with Canexus will allow us to operate more efficiently and will enhance our ability to service our valued customers," said Luc Desjardins, CEO of Superior. "Canexus' portfolio of sodium chlorate and chloralkali assets across the Americas will complement our ERCO division, expand our production capacities and positions us to capture future growth opportunities. The marketplace is and will remain very competitive and this is a combination of two Canadian companies which will benefit our customers and reduce costs, while providing a global platform for growth."
Benefits to Superior Shareholders
- Aligned with core strategy: Investing in a business that generates strong cash flow supported by attractive market positions and growth opportunities.
- Improved cost position: Significant cost synergies and operational efficiencies.
- Leverage core competencies: Ability to leverage Superior's proven operational and management expertise.
- Exposure to growth markets: Brazil operations benefit from a stable long-term contract and provide exposure to international growth markets.
- Highly accretive: Transaction provides double digit Adjusted Operating Cash Flow ("AOCF") accretion including expected synergies (excluding one-time costs).
- Attractive debt repayment profile: Leverage expected to return to within 3.0 - 3.5x Total Debt / EBITDA within 18 to 24 months.
Benefits to Canexus Shareholders
- Substantial premium: Significant premium of 36.5% based on the respective 20-day VWAPs as of October 5, 2015 and 47.6% to Canexus' closing price.
- Ownership interest in Superior: Shareholders of Canexus to receive approximately 18% interest in Superior, allowing Canexus shareholders to share in the value created from the realization of cost synergies.
- Earnings and cash flow diversification: In addition to Specialty Chemicals, Superior has attractive market positions and growth opportunities within its Energy Services and Construction Product Distribution segments.
- Participation in Superior's dividend: Superior currently pays shareholders a monthly dividend of $0.06 per share ($0.72/share annually or $0.11 per Canexus Share based on the Exchange Ratio), more than double Canexus' current dividend per share of $0.04.
Benefits to Customers
- Technologies and services: Enhances the combined company's ability to serve customers with technologies and services, including better optimization of plants and improved logistics resulting in consistent, reliable delivery of products.
- Cost reductions: Allows the companies to operate more efficiently to reduce costs.
- Greater technical expertise: Combines the technical strengths of both companies, including bleaching services and chlorine dioxide generator technical services.
- Security of supply: More financially secure longer term partner for Canexus' customers.
Pro forma for the transaction, Superior would have generated LTM Revenue of $4.1 billion and LTM EBITDA of $388 million (before synergies). The transaction is expected to deliver estimated annual run rate cost synergies of $35 million. The synergies are expected to be fully realized within three years from the closing of the transaction. The transaction provides double digit AOCF accretion including expected synergies and excluding one-time costs.
The implementation of the Arrangement will be subject to the approval of at least 66 2/3% of the votes cast by holders of Canexus Shares at a special meeting of Canexus shareholders expected to take place in December, 2015. In addition to shareholder approval, the Arrangement is also subject to the receipt of certain regulatory, court and stock exchange approvals and certain other closing conditions customary in transactions of this nature. Closing of the transaction is expected to occur by mid-2016.
The Arrangement Agreement has been unanimously approved by the boards of directors of Canexus and Superior. CIBC World Markets and The Valence Group have each provided a fairness opinion to the 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.
The directors and senior officers of Canexus have entered into customary voting support agreements to, among other things, vote in favour of the transaction.
The Arrangement Agreement includes customary provisions relating to non-solicitation, fiduciary-outs for Canexus with respect to financially superior alternate proposals and Superior's right to match such proposals. The Arrangement Agreement provides for the payment by Canexus of a $25 million termination fee if the Arrangement Agreement is terminated in certain specified circumstances and for the payment by Superior of a reverse termination fee of $25 million if the Arrangement Agreement is terminated in certain specified circumstances.
Further information regarding the Arrangement will be contained in an information circular that Canexus will prepare, file and mail in due course to Canexus shareholders in connection with the special meeting of Canexus shareholders to be held to consider the Arrangement. All Canexus shareholders are urged to read the information circular once available as it will contain additional important information concerning the Arrangement. The Arrangement Agreement will be available electronically on SEDAR under the profiles of Superior and Canexus which can be accessed at www.sedar.com.
While the Arrangement is not subject to a financing contingency, as part of the Arrangement, Superior has determined to refinance certain Canexus debt. As such, Superior has secured a committed $650 million bridge financing facility with National Bank of Canada and J.P. Morgan Securities LLC to complete the transaction. Permanent financing for the transaction is expected to be obtained in due course through a combination of new debt and equity issuances.
Advisors and Counsel
National Bank Financial Markets and J.P. Morgan Securities LLC are acting as financial advisors to Superior. Norton Rose Fulbright Canada LLP is acting as legal counsel to Superior and Blake, Cassels & Graydon LLP is acting as regulatory counsel to Superior. CIBC World Markets and The Valence Group are acting as financial advisors to Canexus. Stikeman Elliott LLP is acting as legal counsel to Canexus.
Conference Call and Webcast Information
Superior and Canexus will host a joint conference call on October 6, 2015 at 10:30 a.m. Eastern Time, or 8:30 a.m. Mountain Time, for members of the investment community to discuss the Arrangement. The dial-in for the conference call is 1 (800) 355-4959. A copy of the transaction investor presentation and a link for the webcast will be made available on Superior's website at www.superiorplus.com prior to the conference call.
An audio recording of the conference call will be made available shortly after the call on the Superior website.
About Superior Plus Corp.
Superior consists of three primary operating businesses: Energy Services includes the distribution of propane and distillates, providing fixed-price energy services, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.
Certain information included in this press release is forward-looking, within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "anticipate", "believe", "could", "estimate", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar words or phrases suggesting future outcomes or language suggesting an outlook. Forward-looking information in this press release includes: anticipated adjusted operating cash flow ("AOCF") and future growth rates; expected accretion in respect of AOCF; forecasted debt and leverage ratios; forecasted operating expenses; expected synergies and financial benefits to be derived in respect of such synergies; trading liquidity; expectations of debt repayment and the impact on total debt to EBITDA; financial and acquisition metrics; dividend strategy; growth opportunities in respect of Superior's Specialty Chemicals, Energy Services and Construction Products Distribution businesses; and future growth initiatives. Superior believes the expectations reflected in such forward-looking information are 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.
This press release also contains forward-looking statements and information concerning the anticipated completion of the proposed arrangement. Superior has provided these anticipated times in reliance on certain assumptions that Superior believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory, court 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, court 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.
Forward-looking information is provided for the purpose of providing information about management's expectations and plans about the future and may not be appropriate for other purposes. Forward-looking information herein is based on various assumptions and expectations that Superior believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Superior, including information obtained from third party industry analysts and other third party sources, and the historic performance of Superior's businesses. Such assumptions include anticipated financial performance, current business and economic trends, the amount of future dividends paid by Superior, business prospects, availability and utilization of tax basis, regulatory developments, currency, exchange and interest rates, trading data, cost estimates and Superior's ability to obtain financing on acceptable terms, the "Assumptions" section of the press release and are subject to the risks and uncertainties set forth below. Readers are cautioned that the preceding list of assumptions is not exhaustive.
Forward-looking information is not a guarantee of future performance. By its very nature, forward-looking information involves numerous assumptions, risks and uncertainties, both general and specific. Should one or more of these risks and uncertainties materialize or should underlying assumptions prove incorrect, as many important factors are beyond Superior's control, Superior's actual performance and financial results may vary materially from those estimates and intentions contemplated, expressed or implied in the forward-looking information. These risks and uncertainties include: incorrect assessments of value when making acquisitions, increases in debt service charges, the loss of key personnel, fluctuations in foreign currency and exchange rates, inadequate insurance coverage, liability for cash taxes, counterparty risk, compliance with environmental laws and regulations, operational risks involving Superior's facilities, force majeure, labour relations matters and Superior's ability to access external sources of debt and equity capital. These risks, as well as additional risks and uncertainties are described under the section entitled "Risk Factors to Superior", in Superior's second quarter management's discussion and analysis and in Superior's 2014 Annual Information Form under the heading "Risk Factors", each of which is available electronically on SEDAR under the profile of Superior which can be accessed at www.sedar.com.
Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive. Forward-looking information contained in this press release is provided for the purpose of providing information about management's goals, plans and range of expectations for the future and may not be appropriate for other purposes. When relying on Superior's forward-looking information to make decisions with respect to Superior, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
Non-GAAP Financial Measures
Superior has used the following terms that are not defined by GAAP, but are used by management to evaluate performance of Superior and its business. Since Non-GAAP financial measures do not have standardized meaning prescribed by GAAP and are therefore unlikely to be comparable to similar measures presented by other companies, securities regulations require that Non-GAAP financial measures are clearly defined, qualified and reconciled to their nearest GAAP financial measures. Except as otherwise indicated, these Non-GAAP financial measures are calculated and disclosed on a consistent basis from period to period. Specific adjusting items may only be relevant in certain periods.
The intent of Non-GAAP financial measures is to provide additional useful information to investors and analysts and the measures do not have any standardized meaning under IFRS. The measures should not, therefore, be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS. Other issuers may calculate Non-GAAP financial measures differently.
Investors should be cautioned that EBITDA and AOCF should not be construed as alternatives to net earnings, cash flow from operating activities or other measures of financial results determined in accordance with GAAP as an indicator of Superior's performance.
Adjusted Operating Cash Flow
Adjusted operating cash flow is equal to cash flow from operating activities as defined by IFRS, adjusted for changes in non-cash working capital, other expenses, non-cash interest expense, current income taxes and finance costs. Superior may deduct or include additional items to its calculation of adjusted operating cash flow; these items would generally, but not necessarily, be items of a non-recurring nature. Adjusted operating cash flow is the main performance measure used by management of Superior and investors to evaluate the performance of Superior. Adjusted operating cash flow represents cash flow generated by Superior that is available for, but not necessarily limited to, changes in working capital requirements, investing activities and financing activities of Superior.
The seasonality of Superior's individual quarterly results must be assessed in the context of annualized adjusted operating cash flow. Adjustments recorded by Superior as part of its calculation of adjusted operating cash flow include, but are not limited to, the impact of the seasonality of Superior LP's businesses, principally Superior Propane and U.S. refined fuels, by adjusting for non-cash working capital items, thereby eliminating the impact of the timing between the recognition and collection/payment of Superior LP's revenues and expense, which can differ significantly from quarter to quarter. Adjustments are also made to reclassify the cash flows related to natural gas and electricity customer acquisition costs in a manner consistent with the income statement recognition of these costs.
EBITDA represents earnings before interest, taxes, depreciation, amortization, finance expense and other non-cash expenses, and is used by Superior to assess its consolidated results and the results of its operating divisions. EBITDA of Superior LP's operating businesses may be referred to as EBITDA from operations.
Net Income to EBITDA Reconciliation
For the last twelve month period ending June 30, 2015
|(In Canadian $ millions)||Pro Forma|| ||Superior|| ||Canexus|| |
|Net Earnings||$||(376.3||)||$||32.0|| ||$||(408.3||)|
|Add:|| || || || || || || || || |
| ||Depreciation & Amortization|| ||162.8|| || ||113.7|| || ||49.1|| |
| ||Customer Contract - Related Losses|| ||(1.3||)|| ||(1.3||)|| ||-|| |
| ||Losses on Disposal of Assets / Discontinued Operations|| ||443.6|| || ||1.3|| || ||442.3|| |
| ||Finance Expense|| ||109.7|| || ||55.9|| || ||53.8|| |
| ||Unrealized (Gains) Losses on Derivative Financial Instruments|| ||58.1|| || ||58.1|| || ||-|| |
| ||Restructuring Costs|| ||0.2|| || ||0.2|| || ||-|| |
| ||Income Tax Expense (Recovery)|| ||(118.8||)|| ||16.5|| || ||(135.3||)|
| ||Other Corporate Cost|| ||9.7|| || ||1.6|| || ||8.1|| |
| ||Impairment|| ||92.2|| || ||-|| || ||92.2|| |
| ||Share-based Compensation Expense (Recovery)|| ||1.1|| || ||-|| || ||1.1|| |
| ||Benefit from Acid Contract Settlement|| ||(2.0||)|| ||-|| || ||(2.0||)|
| ||Severance|| ||4.6|| || ||-|| || ||4.6|| |
| ||Office Closure Cost|| ||(0.1||)|| ||-|| || ||(0.1||)|
| ||Inventory Write-off|| ||3.7|| || ||-|| || ||3.7|| |
| ||Litigation Cost|| ||0.7|| || ||-|| || ||0.7|| |
|EBITDA||$||387.9|| ||$||278.0|| ||$||109.9|| |