TORONTO, June 11, 2018 /CNW/ – Canaccord Genuity Acquisition Corp. (TSX: CGAC.UN, CGAC.WT) (“CGAC“) today announced its proposed merger (the “Merger“) with Spark Power Corp. (“Spark Power“). The Merger will constitute CGAC’s qualifying acquisition.
Spark Power is a leading independent electrical power services and solutions company serving more than 4,500 industrial, commercial, institutional, renewable and agricultural customers, as well as utility markets including municipalities, universities, schools and hospitals across North America. In addition, Spark Power maintains and operates over 2,000 solar and wind energy assets and has over 600 megawatts of renewable power under management, managing two of the largest renewable energy co-ops in Canada.
Following closing of the Merger, Spark Power will continue to be led by its Co-Chief Executive Officers, Jason Sparaga and Andrew Clark, and its current management team.
“Our long-standing customers are looking for an independent and geographically dispersed organization like Spark Power to assist with their entire electrical power infrastructure needs; from the hydro pole at the road to the product being manufactured on the facility floor,” said Jason Sparaga, Co-CEO, Spark Power. “Merging with CGAC creates a tremendous opportunity for Spark Power to accelerate our growth to meet this dynamic market.”
“The emergence of new technologies, increasing consumer demand for choice, regulatory environment changes and innovative businesses creating new power alternatives are driving and accelerating the evolution of the power ecosystem,” said Andrew Clark, Co-CEO, Spark Power. “The merger with CGAC puts Spark Power in a position to drive innovation and growth in the evolving energy ecosystem.”
“Since our IPO in August of 2017, we have considered a broad selection of companies for our SPAC, many in Canada but also around the world,” said Brad Cameron, CEO and Chairman, CGAC. “Spark Power is an excellent fit with the investment criteria we established at the outset, and we are very pleased to announce this transaction as our Qualifying Acquisition. Jason, Andrew and the Spark Power team have created a very attractive business, which will benefit in many ways being a new public company, with the ongoing support of Canaccord Genuity. We are confident Spark Power will generate very significant value for our shareholders for many years to come.”
Summary of the Merger
CGAC and its sponsor, CG Investments Inc. (the “Sponsor“), have entered into a merger agreement dated June 11, 2018 (the “Agreement“) with Spark Power and its shareholders, pursuant to which CGAC intends to merge with Spark Power through (a) the purchase of certain shares of Spark Power for cash and a note, and (b) the exchange of all remaining shares of Spark Power, on a fully-diluted basis, (the “Spark Shares“) for common shares of CGAC (each, a “Common Share“). In addition, certain outstanding options to acquire Spark Shares shall be exchanged for options to acquire to Common Shares.
The Merger is subject to the satisfaction of certain conditions, including regulatory and CGAC shareholder approvals. The Sponsor and all of CGAC’s directors and officers have agreed to support the Merger.
Following the Closing, it is CGAC’s intention to rename itself Spark Power Corp., and it has reserved the symbols “SPG” and “SPG.WT” for its Common Shares and warrants, respectively.
Further details are set out in the Agreement, as well as an investor presentation, which will each be filed on SEDAR shortly. CGAC will also file on SEDAR and with the Canadian securities regulatory authorities in each of the provinces and territories of Canada (other than Quebec) a non-offering prospectus containing disclosure regarding Spark Power and the Merger.
Goodmans LLP is legal counsel to CGAC and the Sponsor. Miller Thomson LLP is legal counsel to Spark Power.
About Canaccord Genuity Acquisition Corp.
CGAC is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving CGAC.
About Spark Power Corp.
Spark Power is a leading independent electrical power services and solutions company serving more than 4,500 industrial, commercial, institutional, renewable and agricultural customers, as well as utility markets including municipalities, universities, schools and hospitals across North America. For more information, visit us at www.sparkpower.ca.
Caution Regarding Forward-Looking Statements
Certain statements in this news release are prospective in nature that constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Merger and the expected impact of the Merger on the business of Spark Power, as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, outlook, circumstances, performance or expectations that are not historical facts.
Forward-looking statements generally, but not always, can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “could”, “would”, “will”, “expect”, “intend”, “estimate”, “forecasts”, “project”, “seek”, “anticipate”, “believes”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events and the negative of any of these terms.
Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management. With respect to the forward-looking statements included in this news release, CGAC has made certain assumptions with respect to, among other things, the anticipated approval of the Merger by the shareholders of CGAC, the number of Class A Restricted Voting Units that will be subject to redemption in connection therewith, the anticipated receipt of any required regulatory approvals and consents (including the approval of the TSX and applicable securities regulatory authorities), the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Merger Agreement, the expenses and timing of Closing, that the Merger will have a positive effect on the business of Spark Power, as well as assumptions concerning general economic and market growth rates, and interest rates and competitive intensity.
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to: conditions precedent or approvals required for the Merger not being obtained; the potential benefits of the Merger not being realized; risks related to the achievement of Spark Power’s business objectives; Spark Power not maintaining growth in the future; unfavourable economic conditions adversely affecting Spark Power’s operations; the interests of the Company’s directors and officers being different from or in addition to the interests of shareholders; and the Merger being terminated in certain circumstances. This list is not exhaustive of the factors that may impact the forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the forward-looking statements in this news release. As a result of the foregoing and other factors, there can be no assurance that actual results will be consistent with these forward-looking statements.
All forward-looking statements included in and incorporated into this news release are qualified by these cautionary statements. Unless otherwise indicated, the forward-looking statements contained herein are made as of the date of this news release, and except as required by applicable law, CGAC does not undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.