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ALL FIGURES IN CANADIAN DOLLARS UNLESS OTHERWISE STATED
MONTREAL (QC), December 30, 2020 – Xebec Adsorption Inc. (TSXV: XBC) (“Xebec” or the “Corporation”), a global provider of clean energy solutions, is pleased to announce that it has closed its previously announced upsized bought deal public offering (the “Public Offering”) of subscription receipts (the “Subscription Receipts”) for gross proceeds of $143,751,840, which includes the full exercise of the over-allotment option by the Underwriters (as defined below). Xebec is also pleased to announce that it has closed the previously announced upsized concurrent private placement (the “Concurrent Private Placement”) of subscription receipts (the “Placement Subscription Receipts”) with Caisse de dépôt et placement du Québec (“CDPQ”) for gross proceeds of $63,250,009, which includes the full exercise of the private placement option by CDPQ.
The Subscription Receipts were offered by way of a short form prospectus dated December 21, 2020, in all of the provinces of Canada. The Public Offering was completed through a syndicate of underwriters co‐led by Desjardins Capital Markets and TD Securities Inc. acting as joint bookrunners, and including National Bank Financial Inc., Canaccord Genuity Group Inc., Raymond James Ltd., Beacon Securities Limited and Stifel Nicolaus Canada Inc. (collectively the “Underwriters”), which purchased, on a bought deal basis, an aggregate of 24,784,800 Subscription Receipts at a price of $5.80 per Subscription Receipt. The Underwriters are entitled to a cash commission calculated on the basis of the aggregate gross proceeds raised under the Public Offering, the whole as further detailed in the final prospectus of Xebec dated December 21, 2020 (the “Prospectus”).
Xebec also completed the upsized Concurrent Private Placement whereby CDPQ purchased, on a private placement basis, 10,905,174 Placement Subscription Receipts at a price of $5.80 per Placement Subscription Receipt. The Subscription Receipts sold pursuant to the Concurrent Private Placement (and the underlying common shares) are subject to a statutory four month hold period following today’s closing of the Public Offering and the Concurrent Private Placement. Desjardins Capital Markets and TD Securities Inc. acted as joint bookrunning agents on the Concurrent Private Placement and are entitled to a cash commission calculated on the basis of the aggregate gross proceeds raised under the Concurrent Private Placement. CDPQ is also entitled to a capital commitment fee calculated on the basis of the aggregate gross proceeds raised under the Concurrent Private Placement, the whole as further detailed in the Prospectus.
The net proceeds of the Offering will be used to fund the cash consideration payable pursuant to the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of Green Vision Holding B.V., the parent company of HyGear Technology and Services B.V. (“HyGear”), to fund potential future acquisitions (which may include the previously announced acquisition of all of the issued and outstanding shares of Inmatec Gase Technologie GmbH & Co. KG and Inmatec Gas Technology FZC RAK, as well as a specialty compressed air and air treatment services company, in respect of which the Corporation has entered into a non‐binding letter of intent) and growth opportunities, the potential repayment of indebtedness of HyGear and for working capital and general corporate purposes.
The proceeds of the Public Offering and the Concurrent Private Placement will be held in escrow by AST Trust Company (Canada), in its capacity as subscription receipt agent, pending satisfaction or waiver of all conditions to the Acquisition in all material respects, other than the payment of the purchase price. Each Subscription Receipt and Placement Subscription Receipt will entitle the holder thereof, for no additional consideration and without further action on the part of the holder, to receive one common share of Xebec (collectively, “Common Shares”), upon the completion of the Acquisition. The Acquisition is subject to, among other things, customary closing conditions, which include the final approval from the TSX Venture Exchange.
Neither the Subscription Receipts, the Placement Subscription Receipts, nor the underlying Common Shares offered have been, and they will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), as amended, and such securities may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the subscription receipts or the underlying Common Shares. The offering or sale of the Subscription Receipts, the Placement Subscription Receipts and the underlying Common Shares shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Subscription Receipts and the Placement Subscription Receipts will commence trading as of the open of markets today on the TSXV under the symbol XBC.R.
Desjardins Capital Markets and TD Securities Inc. acted as financial advisors on the Acquisition and Osler, Hoskin & Harcourt LLP acted as legal advisor to the Corporation, Stikeman Elliott LLP acted as legal advisor to the Underwriters and Norton Rose Fulbright Canada LLP acted as legal advisor to CDPQ.
Xebec Adsorption Inc.
Brandon Chow, Investor Relations Manager
+1 450.979.8700 ext 5762
Public Stratégies et Conseils for Xebec
Victor Henriquez, Senior Partner
About Xebec Adsorption Inc.
Xebec is a global provider of gas generation, purification and filtration solutions for the industrial, energy and renewables marketplace. Well-positioned in the energy transition space with proprietary technologies that transform raw gases into clean sources of renewable energy, Xebec’s 1,500+ customers range from small to multi-national corporations, governments and municipalities looking to reduce their carbon footprints. Headquartered in Montréal, Québec, Canada, Xebec has several Sales and Support offices in North America and Europe, as well as two manufacturing facilities in Montréal and Shanghai. Xebec trades on the TSX Venture Exchange under the symbol “XBC”. For more information, www.xebecinc.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, and subject to risks and uncertainties. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “could”, “might”, “likely” or variations of such words, or statements that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “will be taken”, “occur”, “be achieved” or other similar expressions. Forward-looking statements also include, but are not limited to, the statements regarding the Acquisition, the conversion of the Subscription Receipts and Placement Subscription Receipts, the intended use of proceeds by the Corporation from the Public Offering and the Concurrent Private Placement and the expectation that the additional acquisitions described herein will be completed. Forward-looking statements, including statements concerning future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and future prospects as well as the expectations of management of Xebec with respect to information regarding the business and the expansion and growth of Xebec operations, involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to business and economic factors and uncertainties, and other factors that could cause actual results to differ materially from these forward-looking statements, including the relevant assumptions and risks factors set out in Xebec’s public documents, including in the most recent annual management discussion and analysis and annual information form, filed on SEDAR at www.sedar.com. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include, among others, the uncertain and unpredictable condition of global economy, notably as a consequence of the Covid-19 pandemic, Xebec’s capacity to generate revenue growth, the availability to Xebec of financing and credit alternatives and access to capital, Xebec’s capacity to meet all its other commitments and business plans, Xebec’s limited number of customers, the potential loss of key employees, changes in the use of proceeds from the Public Offering and Concurrent Private Placement, failure to complete the Acquisition, the Public Offering or the Concurrent Private Placement, the possible failure to realize the anticipated benefits from the Acquisition, changes in the terms of the Acquisition, increased indebtedness, transitional risks, acquisition integration related risks, loss of certain key personnel from HyGear, potential undisclosed costs or liabilities associated with the Acquisition, the information provided by HyGear not being accurate or complete, changes in exchange rates, changes in general economic conditions, share price volatility, and other factors. Although Xebec believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Xebec disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.