OAKVILLE, ON, Aug. 7, 2019 /CNW/ - As previously released,
Spark Power Group Inc. (TSX: SPG)(SPG.WT) (the "Company"), parent
company to Spark Power Corp., together with Spark Power Services
Corp. ("Spark Power"), a leading independent provider of integrated
power solutions to industrial, commercial, institutional, and
utility customers across North
America, announced the acquisition of 3-Phase Electrical
Ltd. ("3-Phase") on August 1, 2019
(the "Transaction"). 3-Phase is a low-voltage electrical service
and contracting firm based in Winnipeg,
Manitoba. 3-Phase is now a wholly-owned subsidiary of Spark
Power, operating within its Technical Services Group. Further
to the previously released information respecting the Transaction,
Spark Power is providing certain additional information respecting
the terms of the purchase.
Summary of the Acquisition
On August 1, 2019, Spark Power
together with the Company acquired all of the issued and
outstanding securities of each of 5450749 Manitoba Ltd., 5450731
Manitoba Ltd. and 5440981 Manitoba Ltd., and indirectly, all of the
issued and outstanding securities of 3 Phase Electrical Ltd. The
aggregate purchase price paid by Spark Power was $15,750,000, which was satisfied by (a) payment
of $11,128,578 cash on closing of the
Transaction, inclusive of $628,578
paid for excess working capital at close, (b) a promissory note
payable to the vendors in the amount of $3,750,000, and (c) issuance of 887,574
common shares of Spark Power Group Inc. to certain of the
vendors. The promissory note pays interest at the rate of 4%
per annum and is repayable, together with accrued interest, in
three equal installments not later than 120 days following each of
the next three anniversary dates following closing. The cash
portion of the purchase price was funded from the Company's
acquisition facility. The Transaction is expected to be immediately
accretive (before potential synergies) to Spark Power's revenue and
earnings. The acquisition accelerates the Company's
expansion across Canada and strengthens its geographic and
operational positioning.
On a trailing twelve-month basis 3-Phase generated unaudited
results of approximately $17.3
million in revenue and EBITDA of $3.0
million.
Resignation of Don
Morrison
The Company also announces that Mr. Morrison resigned as a
Director of the Company effective today for personal reasons.
We thank Mr. Morrison for his time and valued contributions to the
Company and wish him the best in his future endeavours.
About Spark Power Group Inc.
Spark Power Group Inc., ("Spark Power") is committed to becoming
the Trusted Partner in Power and the leading independent and
integrated power solutions provider to the industrial, commercial,
institutional, and utility markets across North America. Spark delivers cost-effective,
customer-centric solutions that address cost, quality, reliability,
and power sustainability; transitioning the customer to the grid of
the future. Learn more at www.sparkpowercorp.com and Like us on
social @SparkPowerCorp.
About 3-Phase Electrical Ltd.
3-Phase Electrical, a
Spark Power company, is an industrial and commercial electrical
projects and services firm based in Winnipeg, Canada. With over 17 years of
experience in all facets of electrical construction and service,
3-Phase delivers quality, reliability, and experience to large
commercial and industrial projects. Learn more at
www.3phaseelectrical.com
Caution Regarding Forward-Looking Statements
This
news release may contain forward-looking statements (within the
meaning of applicable securities laws) which reflect the Company's
current expectations regarding future events, including as it
relates to future revenues and earnings. Forward-looking statements
are identified by words such as "believe", "anticipate", "project",
"expect", "intend", "plan", "will", "may", "estimate" and other
similar expressions. These statements are based on the Company's
expectations, estimates, forecasts and projections and include,
without limitation, statements regarding the future success of the
Company's business, including revenue and EBITA growth, synergistic
savings expected to be realized, potential expansion of the
business. Assumptions that have been made include,
among other things, assumptions with respect to the Company's
ability to successfully integrate and realize the anticipated
benefits of the acquisition. The forward-looking
statements in this news release are not guarantees of future
performance and involve risks and uncertainties that are difficult
to control or predict. A number of factors could cause actual
results to differ materially from the results discussed in the
forward-looking statements. Readers, therefore, should not place
undue reliance on any such forward-looking statements. Further,
these forward-looking statements are made as of the date of this
news release and, except as expressly required by applicable law,
the Company assumes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
SOURCE Spark Power Group Inc.