Carmanah Announces Agreement to Sell Assets to SPX Corporation
VICTORIA, BC, CANADA (December 12, 2018) Carmanah Technologies Corporation (TSX:CMH) (the “Company” or “Carmanah”), announced today that it has entered into a purchase agreement (the “Agreement”) regarding the sale of a significant portion of the assets of the Company to SPX Corporation (“SPX”) for USD $77.0 million. The assets being sold include all of the issued and outstanding equity interests of each of Sabik Oy, Sabik Oü, Sabik PTE Ltd., and Sabik Ltd., and their respective assets (collectively, “Carmanah’s Marine business”), the business and assets the Company’s Airfield Ground Lighting business, its Aviation Obstruction Lighting business as well as some miscellaneous business assets that support the businesses to be sold (the “Transaction”).
“We are very pleased with this transaction”, said John Simmons, Chief Executive Officer of Carmanah. “Not only is it fairly valued but also creates numerous opportunities for employees and customers alike. Combining Carmanah’s Marine, Aviation and Airfield Ground Lighting products with SPX’s extensive infrastructure and broad distribution network is a great opportunity to further advance product development and extend the reach of these solutions to a broader customer base.”
The Transaction is anticipated to close in January 2019, subject to the satisfaction of certain customary commercial conditions, including but not limited to the Company obtaining the applicable regulatory approvals and approval by the Company’s shareholders of the sale of all or substantially all of the assets of the Company. Shareholders of Carmanah representing approximately 33% of the voting shares of the Company, including all directors, have entered into voting and support agreements with SPX, pursuant to which they will agree to support and vote their shares in favour of the Transaction.
The Transaction has been approved unanimously by the Company’s board of directors (the “Board”), which has determined that the Transaction is in the best interests of the Company and its shareholders. Capital West Partners, an independent financial advisor to Board, has provided an opinion that, subject to the assumptions and limitations upon which the opinion is based, the consideration to be received by the Company is fair from a financial point of view. The Board recommends that shareholders vote in favor of approving the Transaction at a special meeting of shareholders, which is expected to be scheduled as soon as possible in early 2019 (the “Meeting”).
As the Transaction would constitute the sale of all or substantially all the assets as defined under the Business Corporations Act (British Columbia), the Transaction will require shareholder approval of at least 662/3% of shares voted in person or by proxy at the Meeting. In addition, if the Agreement is terminated by either party in certain circumstances, a break fee or expense reimbursement fee of USD $3.0 million or USD $2.0 million, will be payable by Carmanah to SPX.
The Company is preparing a management information circular (the “Circular”) for shareholders in respect of the Meeting that will further explain the terms and conditions of the Transaction. The Company anticipates mailing the Circular as soon as possible. Copies of the Agreement and the Circular will be filed with Canadian securities regulators and will be available on the SEDAR profile of Carmanah at www.sedar.com
The net cash proceeds of the Transaction after transaction costs and taxes is estimated to be approximately USD $73.5 million that, together with Company projected cash balances approximately USD $15.0 million, will result in total cash reserves of approximately USD $88.5 million. Company management and the Board have yet to fully consider how the Company will use the proceeds from the Transaction. Alternatives under consideration will include investments to grow the residual businesses of the Company by way of acquisitions or research and development spending, acquisitions of other businesses in new market spaces or returning cash to the shareholders by way of dividends or share buy-backs.
After the effect of the transaction, the Company will retain 4 operating divisions: (i) Carmanah Traffic, which develops and sells traffic signaling devices including crosswalk and school zone warning systems, LED enhanced traffic signs, radar speed signs and miscellaneous traffic warning products; (ii) Sol, Inc., which develops and sells solar powered outdoor lighting for streets, parking lots and pathways; (iii) Carmanah Telematics, which designed, built and supplies solar powered, satellite connected asset tracking devices to its customer, a satellite operating company; and (iv) Sabik Offshore GmbH, which provides completely integrated safety and marking solutions from aids to navigation to aviation obstruction lighting for offshore wind farms (collectively the “Residual Businesses”). The Residual Businesses generated revenues in excess of USD $30.0 million in the trailing 12 months and are expected to generate similar revenues and positive Adjusted EBITDA in 2019.