Shawcor taking over ZCL Composites
January 28, 2019 - Canada
Shawcor is taking over ZCL Composites, manufacturer of environment-friendly fibreglass reinforced plastic underground storage tanks. The two have signed a definitive agreement under which Shawcor will acquire all the issued and outstanding common shares of ZCL through a court-approved plan for a purchase price of $10.00 per share, payable entirely in cash.
Shawcor is a global energy services company.
The proposed cash consideration represents an approximately 46 per cent premium to the 20-day volume weighted average trading price of the company's common shares on the TSX as of January 18, 2019. The aggregate proposed consideration on a fully diluted basis implies a total enterprise value for the company of approximately $312 million, or 12.5 times the company's adjusted EBITDA reported for the 12 month period ending September 30, 2018.
The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to the approval of the company's security holders, relevant regulatory approvals and other customary closing conditions.
ZCL chairman of the board Anthony (Tony) P Franceschini commented: "We are pleased to announce this transaction and believe Shawcor will be excellent stewards of the ZCL business moving forward. We believe the transaction represents compelling value for ZCL shareholders and we are excited for the next stage of growth for our employees and other stakeholders."
The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to a number of customary conditions for a transaction of this nature including, but not limited to, court approval and the approval of at least two-thirds of the votes cast by ZCL voting security holders in person or by proxy at a special meeting.
The special meeting of ZCL's securityholders is expected to take place on or about March 26, 2019, with closing expected on or after April 2, 2019. (SV)
Shawcor is a global energy services company.
The proposed cash consideration represents an approximately 46 per cent premium to the 20-day volume weighted average trading price of the company's common shares on the TSX as of January 18, 2019. The aggregate proposed consideration on a fully diluted basis implies a total enterprise value for the company of approximately $312 million, or 12.5 times the company's adjusted EBITDA reported for the 12 month period ending September 30, 2018.
The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to the approval of the company's security holders, relevant regulatory approvals and other customary closing conditions.
ZCL chairman of the board Anthony (Tony) P Franceschini commented: "We are pleased to announce this transaction and believe Shawcor will be excellent stewards of the ZCL business moving forward. We believe the transaction represents compelling value for ZCL shareholders and we are excited for the next stage of growth for our employees and other stakeholders."
The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to a number of customary conditions for a transaction of this nature including, but not limited to, court approval and the approval of at least two-thirds of the votes cast by ZCL voting security holders in person or by proxy at a special meeting.
The special meeting of ZCL's securityholders is expected to take place on or about March 26, 2019, with closing expected on or after April 2, 2019. (SV)