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Arrangement Related Information
All amounts are in Canadian dollars
(TSX: HEO) – H2O Innovation Inc. (“H2O Innovation” or the
“Corporation”) announces the expiration of the 30-day “go-shop”
period provided for in the arrangement agreement dated October 3,
2023 (the “Arrangement Agreement”) entered into in connection with
the previously announced acquisition by Ember SPV I Purchaser Inc.
(the “Purchaser”), an entity controlled by funds managed by Ember
Infrastructure Management, LP, a New York-based private equity
firm, of all of the issued and outstanding common shares in the
capital of H2O Innovation (the “Shares”), other than the Shares to
be rolled over by Investissement Québec, Caisse de dépôt et
placement du Québec and certain key executives of the Corporation,
for $4.25 in cash per Share, pursuant to a statutory plan of
arrangement (the “Arrangement”) under the Canada Business
Corporations Act.
Following the announcement of the Arrangement, and in accordance
with the terms of the Arrangement Agreement, H2O Innovation
initiated a “go-shop” process with its financial advisor, Scotia
Capital Inc. (“Scotiabank”), by soliciting third-party interest in
submitting an acquisition proposal that is superior to the
Arrangement. Scotiabank contacted 11 strategic parties and 18
financial sponsors as part of the “go-shop” process. The “go-shop”
period expired on November 2, 2023 at 11:59 p.m. (Montréal time)
with no superior proposal having been received. H2O Innovation is
now subject to a non-solicitation covenant with customary
“fiduciary out” provisions under the terms of the Arrangement
Agreement.
Completion of the Arrangement is subject to customary
conditions, including obtaining the required approvals from the
holders of Shares (the “Shareholders”) at the special meeting of
Shareholders to consider the Arrangement to be held virtually on
November 28, 2023 (the “Meeting”) and receiving the final order of
the Superior Court of Québec. It is anticipated that the
Arrangement will be completed in the fourth quarter of 2023. The
Management Information Circular (the “Circular”) and related
materials for the Meeting are available under the Corporation’s
profile on SEDAR+ at www.sedarplus.ca and on H2O Innovation’s
website at www.h2oinnovation.com.
H2O Innovation has retained Kingsdale Advisors to act as proxy
solicitation agent and to respond to inquiries from Shareholders.
Shareholders who have any questions about the information contained
in the Circular or need assistance voting or completing their form
of proxy or voting information form may contact Kingsdale Advisors
either (i) by email at contactus@kingsdaleadvisors.com or (ii) by
telephone at 1-866-581-1489 (toll-free in North America) or (416)
623-2516 (text or call outside North America).
To keep current with, and obtain information about voting your
Shares, please visit www.H2OVote.com.
Cautionary Note and Forward-Looking Statements
The Corporation’s oral and written public communications may
include forward-looking statements. These statements are included
in this press release, the Circular and may be included in other
filings or communications from the Corporation. The forward-looking
statements are made pursuant to the applicable securities
legislation. Forward-looking statements may include, but are not
limited to, statements and comments with respect to the holding of
the Meeting, the anticipated timing and the various steps to be
completed in connection with the Arrangement, including receipt of
Shareholder and court approvals, and the anticipated timing of
closing of the Arrangement. Forward-looking information also
relates to, among other things, the Corporation’s strategies to
achieve its objectives, as well as information with respect to
management’s beliefs, plans, expectations, anticipations,
estimations and intentions, and may also include other statements
that are predictive in nature, or that depend upon or refer to
future events or conditions. The management of H2O Innovation would
like to point out that forward-looking statements involve a number
of uncertainties, known and unknown risks and other factors which
may cause the actual results, performance or achievements of the
Corporation to materially differ from any future results,
performance or achievements expressed or implied by such
forward-looking statements. In preparing its outlook, the
Corporation made assumptions that do not consider extraordinary
events or circumstances beyond its control. When used in this press
release, words such as “anticipate”, “continue”, “could”,
“estimate”, “expect”, “forecast”, “future”, “intend”, “may”,
“objective”, “outlook”, “plan”, “predict”, “project”, “should”,
“will”, “would” or the negative or comparable terminology as well
as terms usually used in the future and the conditional are
generally intended to identify forward-looking statements, although
not all forward-looking statements include such words.
The information contained in forward-looking statements is based
upon certain material assumptions that were applied in drawing a
conclusion or making expectations, forecasts, projections,
predictions, or estimations, including, without limitation: that
the Arrangement will be completed on the terms currently
contemplated, and in accordance with the timing currently expected;
that all conditions to the completion of the Arrangement will be
satisfied or waived; and that the Arrangement Agreement will not be
terminated prior to the completion of the Arrangement. A change
affecting an assumption can also have an impact on other
interrelated assumptions, which could increase or diminish the
effect of the change. Forward-looking statements are presented for
the purpose of assisting investors and others in understanding
certain key elements of the Corporation’s current objectives,
strategic priorities, expectations and plans, and in obtaining a
better understanding of the Corporation’s business and anticipated
operating environment.
Forward-looking statements are necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by the Corporation as of the date of this press release,
are subject to inherent uncertainties, risks and changes in
circumstances that may differ materially from those contemplated by
the forward-looking statements. Moreover, the proposed Arrangement
could be modified or the Arrangement Agreement terminated in
accordance with its terms. Several factors, risks or uncertainties
could cause the actual results to differ materially from the
results discussed in the forward-looking statements. Should one or
more of these factors, risks or uncertainties materialize or should
the assumptions underlying those forward-looking statements prove
incorrect, actual results may vary materially from those described
herein. Such factors include, without limitation: (a) the failure
of the parties to obtain any necessary regulatory approvals or the
required Shareholder and court approvals or to otherwise satisfy
the conditions to the completion of the Arrangement, and failure of
the parties to obtain such approvals or satisfy such conditions in
a timely manner; (b) significant costs or unknown liabilities
related to the Arrangement; (c) litigation relating to the
Arrangement may be commenced which may prevent, delay or give rise
to significant costs or liabilities; (d) the Arrangement Agreement
may be terminated prior to its consummation; (e) the Corporation
may be required to pay a termination fee to the Purchaser in
certain circumstances if the Arrangement is not completed; (f) the
focus of management’s time and attention on the Arrangement may
detract from other aspects of the Corporation’s business; (g)
general economic conditions; (h) the market price of the Shares may
be materially adversely affected if the Arrangement is not
completed or its completion is materially delayed; and (i) failure
to realize the expected benefits of the Arrangement.
Failure to obtain any necessary regulatory approvals or the
required Shareholder and court approvals, or such approvals being
obtained subject to conditions that are not anticipated, or failure
of the parties to otherwise satisfy the conditions to the
completion of the Arrangement may result in the Arrangement not
being completed on the proposed terms, or at all. If the
Arrangement is not completed, and the Corporation continues as a
publicly-traded entity, there are risks that the announcement of
the Arrangement and the dedication of substantial resources of the
Corporation to the completion of the Arrangement could have an
impact on its business and strategic relationships (including with
future and prospective employees, customers, suppliers and
partners), operating results and activities in general, and could
have a material adverse effect on its current and future
operations, financial condition and prospects. Furthermore,
pursuant to the terms of the Arrangement Agreement, the Corporation
may, in certain circumstances, be required to pay a fee to the
Purchaser, the result of which could have an adverse effect on its
financial position. The Corporation cautions that the foregoing
list of factors is not exhaustive. Additional information about the
risk factors to which the Corporation is exposed to is provided in
the Annual Information Form dated September 27, 2023, which is
available on SEDAR+ (www.sedarplus.ca).
The forward-looking statements set forth herein reflect the
Corporation’s expectations as of the date hereof, and are subject
to change after this date. The Corporation may, from time to time,
make oral forward-looking statements. The Corporation advises that
the above paragraphs and the risk factors described herein should
be read for a description of certain factors that could cause the
actual results of the Corporation to differ materially from those
in the oral forward-looking statements. Unless required to do so
pursuant to applicable securities legislation, H2O Innovation
assumes no obligation to update or revise forward-looking
statements contained in this press release or in other
communications as a result of new information, future events, and
other changes.
About H2O Innovation
Innovation is in our name, and it is what drives the
organization. H2O Innovation is a complete water solutions company
focused on providing best-in-class technologies and services to its
customers. The Corporation’s activities rely on three pillars: i)
Water Technologies & Services (WTS) applies membrane
technologies and engineering expertise to deliver equipment and
services to municipal and industrial water, wastewater, and water
reuse customers, ii) Specialty Products (SP) is a set of businesses
that manufacture and supply a complete line of specialty chemicals,
consumables and engineered products for the global water treatment
industry, and iii) Operation & Maintenance (O&M) provides
contract operations and associated services for water and
wastewater treatment systems. Through innovation, we strive to
simplify water. For more information, visit
www.h2oinnovation.com.
Source: H2O Innovation Inc. www.h2oinnovation.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231102952294/en/
Marc Blanchet +1 418-688-0170
marc.blanchet@h2oinnovation.com
H2O Innovation (TSX:HEO)
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