ALL FIGURES IN CANADIAN DOLLARS UNLESS OTHERWISE STATED
Key Transaction Highlights
- Expanding industrial gas product portfolio and Cleantech Service Network with the acquisition of Inmatec, a German-based manufacturer of best-in-class onsite nitrogen and oxygen generators
- Acquiring leading oxygen and nitrogen generation technology with a reference base of over 8,000 installed systems worldwide
- Increasing Cleantech Service Network coverage with parts of Europe, the Middle East and Africa through Inmatec’s existing service capabilities
- Entering the German hydrogen and renewable natural gas (RNG) markets, by leveraging Inmatec’s local sales and service teams to reach the country’s evolving hydrogen opportunities and 8,900 active biogas installations
- Leveraging the existing distribution network consisting of 40+ partners worldwide for cross-selling opportunities
- Exposure to the fast-growing medical oxygen market with turnkey hospital oxygen generators and systems
MONTREAL, (QC), December 17, 2020 – Xebec Adsorption Inc. (TSXV: XBC) (“Xebec” or the “Corporation”), a global provider of clean energy solutions, is pleased to announce it has entered into a definitive agreement to acquire all of the issued and outstanding shares of Inmatec Gase Technologie GmbH & Co. KG, Inmatec GmbH and Inmatec Gas Technology FZC RAK (collectively, “Inmatec”), in the United Arab Emirates (the “Acquisition”).
“We’re excited to be announcing another strategic acquisition for us this month. Inmatec builds on our thesis for onsite generation of gases as it enables customers to achieve significant cost and emission reductions,” said Kurt Sorschak, Chairman, CEO and President of Xebec Adsorption Inc. “Inmatec is one of the world leaders in onsite nitrogen and oxygen generators and has achieved impressive scale with over 8,000 units deployed worldwide. Their German manufacturing and engineering capabilities have resulted in a reputation for high quality and extremely reliable products.”
“Notably, Inmatec complements both our onsite hydrogen generators, which are produced by HyGear and our own industrial air and renewable natural gas products. We see good value in cross-selling these solutions throughout our industrial service companies in North America and our combined customer base. Most importantly, Inmatec will give us a Cleantech Service Network footprint in parts of Europe, the Middle East and Africa, and an entry into the German hydrogen and RNG market. There are over 8,900 biogas installations which could be converted to produce RNG and Germany has announced plans to invest up to Euro 9 billion in hydrogen. Inmatec is ideally positioned to leverage their 40+ distribution partners to also sell our renewable natural gas and hydrogen systems.”
“As we look forward to 2021, we’re excited to be increasing the scope of our capabilities and evolve into a truly global company. I’d like to once again congratulate all the teams on all their hard work and give Inmatec a warm welcome to the Xebec family,” added Mr. Sorschak.
Inmatec Acquisition Overview and Rationale
Worldwide leader in onsite nitrogen and oxygen products
Founded in 1993, Inmatec is an international market leader in the production of nitrogen and oxygen generators. Designed, developed and produced in Germany, over 8,000 Inmatec systems have been deployed and sold around the world. Similar to HyGear, onsite generation of nitrogen and oxygen reduces the need for transportation, saving on costs and reducing the burden on the environment.
Growth opportunities by bringing products to North America and cross-selling
Inmatec’s products and manufacturing are among the best-in-class and this acquisition will give Xebec an accelerated entry into offering these products in North America. Currently, Inmatec’s target markets are in parts of Europe, the Middle East and Africa (“EMEA”). Due to the complementary nature of customers and industries, Xebec’s and HyGear’s products can also be sold through Inmatec, giving another sales channel and platform for growth in the EMEA region.
Cleantech Service Network expansion into Europe and entry into German Hydrogen renewable natural gas markets
With over 260 technicians actively servicing equipment across Europe, Inmatec’s own and partner workforce will be retrained and retooled to work with renewable gases. This positions Xebec favorably in the purchasing decision process when customers select a vendor for a multi-million-dollar hydrogen or renewable natural gas installation. Xebec believes service is an important customer need and sees it as a competitive advantage due to the lack of a similar offerings from other vendors.
In addition, Inmatec’s distribution network of 40+ worldwide and regional partners create an opportunity to enter Germany’s evolving hydrogen market and Europe’s largest potential renewable natural gas market. Germany has approximately 8,900 active biogas installations and approximately 280 of them are producing RNG today. These existing facilities are potential candidates for conversion to renewable natural gas and potentially decentralized green hydrogen production.
Exposure to the fast-growing medical oxygen market
Inmatec’s business operations have expanded significantly year-over-year from 2019 to 2020. This expansion is largely attributed to the associated demand from the COVID-19 pandemic response, which requires larger amounts of medical grade oxygen in hospitals around the world. This exposure is beneficial to Xebec by giving the company the capabilities to now manufacture and sell this equipment in North America and makes the company one of the few with these capabilities in Canada. Ultimately, the pandemic has helped hospitals realize the cost benefits and self-sufficiency that comes with onsite oxygen generation.
The Acquisition, which is one of the two “LOI Acquisitions” announced by Xebec on December 8, 2020, will be financed with the proceeds from the public offering and the concurrent private placement announced by Xebec on December 8, 2020 and December 9, 2020. The release of proceeds from such public offering and the concurrent private placement and the exchange of the subscription receipts into common shares of the Corporation are not conditional upon the closing of the Acquisition. The Acquisition is expected to close on or about February 28, 2021. The Acquisition has been unanimously approved by the Board of Directors of Xebec and is subject to regulatory approval and other customary closing conditions.
Desjardins Capital Markets and TD Securities Inc. acted as financial advisors on the Acquisition.
Xebec Adsorption Inc.
Brandon Chow, Investor Relations Manager
+1 450.979.8700 ext 5762
Public Stratégies et Conseils for Xebec
Victor Henriquez, Senior Partner
Inmatec is a leading manufacturer of nitrogen and oxygen generators. With innovative stationary and mobile plants, the company is setting new standards in the on-site production of nitrogen and oxygen. Inmatec’s N2 and O2 product lines with PSA or membrane-based technologies offer solutions to meet the needs of customers of all sizes. In addition, the company offers customer-specific solutions for a range of N2 and O2 applications as part of its special plant construction. For more information, www.inmatec.de.
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 Xebec’s and Inmatec’s business objectives, expected growth, results of operation, performance and financial results, statements with respect to the Acquisition, including the expected timing and completion, 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 Inmatec, potential undisclosed costs or liabilities associated with the Acquisition, the information provided by Inmatec 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.