NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ALL FIGURES IN CANADIAN DOLLARS UNLESS OTHERWISE STATED
MONTREAL (QC), December 31, 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 acquisition of Green Vision Holding B.V., the parent company of HyGear Technology and Services B.V. (“HyGear”) for aggregate consideration of €82.0 million (approximately $127.3 million) and the assumption of €18.4 million (approximately $28.6 million) in net debt (the “Acquisition”). The purchase price for the Acquisition was satisfied by way of a cash payment in the amount of €42.0 million (approximately $65.2 million) and the issuance of 10,014,364 common shares of Xebec.
HyGear was founded in 2002 in Arnhem, The Netherlands, as a clean-tech company specializing in the on-site production and recovery of industrial gases. HyGear is an emerging developer, manufacturer, and supplier of technology and products for the production, recovery, purification, and mixing of industrial gases, such as hydrogen and nitrogen. HyGear’s technological backbone consists of 14 active patents issued both in EU countries and the United States.
The Acquisition positions Xebec to execute and accelerate its distributed renewable gas strategy. The acquisition of new hydrogen technology, and the access to new markets, will enable Xebec to launch a commercially viable green hydrogen product offering. Specifically, the Acquisition is expected to, among other things:
- provide Xebec with an entry into the industrial hydrogen and emerging hydrogen energy market;
- expand HyGear’s business and products into North America and provide a retrofit opportunity with existing compressed natural gas fueling stations;
- expand Xebec’s product offering and allow the Corporation to become a global provider of onsite gas generation systems; and
- provide Xebec with strong hydrogen and onsite gas research and development capabilities.
“This is the boldest move in the company’s history, with the objective to make Xebec a worldwide renewable gas leader. We are also very happy to have the strategic support of the Caisse de dépôt et placement du Québec, a large long-term institutional investor who also shares the same vision. As a result, we are now uniquely positioned to leverage a recurring, profitable, and industrial client base to support our growth in renewable natural gas and hydrogen. I would like to congratulate everyone on all their hard work and give HyGear a warm welcome to the Xebec family,” said Kurt Sorschak, Chairman, CEO and President of Xebec Adsorption Inc.
The cash consideration for the Acquisition was financed using the proceeds from the Corporation’s bought deal public offering of subscription receipts (the “Subscription Receipts”) completed through a syndicate of underwriters 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. and from a concurrent private placement of subscription receipts (the “Placement Subscription Receipts”) with the Caisse de dépôt et placement du Québec, both of which closed on December 30, 2020.
With the Acquisition having been completed, each Subscription Receipt and Placement Subscription Receipt have been automatically exchanged for one common share in the capital of the Corporation (collectively, the “Common Shares”) without additional consideration and without further action by the holders of the Subscription Receipts and Placement Subscription Receipts.
Trading in the Subscription Receipts and Placement Subscription Receipts have been halted from the TSX Venture Exchange (the “TSXV”) today, the transfer register maintained by AST Trust Company (Canada), in its capacity as subscription receipt agent, will be closed and the Subscription Receipts and Placement Subscription Receipts will be delisted by the TSXV. The Common Shares underlying the Subscription Receipts and Placement Subscription Receipts are expected to commence trading on the TSXV on January 4, 2021.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction. This press release does not constitute an offer to sell or the solicitation to buy securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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 TSXV under the symbol “XBC”. For more information, www.xebecinc.com.
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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 Xebec’s and HyGear’s business objectives, expected growth, results of operation, performance and financial results, statements with respect to the Acquisition statements with respect to the anticipated benefits of the Acquisition and Xebec’s ability to successfully integrate the Acquisition and the expected financial performance and future revenues related thereto. 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, 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.