OAKVILLE, ONTARIO – November 10, 2023 — Spark Power Group Inc. (TSX: SPG), parent company of Spark Power Corp. (“Spark Power“), is pleased to announce the mailing of its notice of meeting, management information circular (the “Circular“), form of proxy and letter of transmittal (collectively, the “Meeting Materials“) to the shareholders of Spark Power (the “Shareholders“) in connection with the Special Meeting (as defined below).
The Meeting Materials were mailed to Shareholders of record as of October 30, 2023 in connection with the special meeting of Shareholders scheduled to be held on December 1, 2023 (the “Special Meeting“) to consider and, if deemed advisable, pass a special resolution (the “Arrangement Resolution“), approving the proposed plan of arrangement (the “Arrangement“) involving Generator-Spark Canada Buyer Inc. (the “Purchaser“), an affiliate of American Pacific Group, LP (“APG“), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of Spark Power (the “Shares” and each, a “Share“) for a price of $0.825 per Share (the “Consideration“). The Meeting Materials are also available on SEDAR+ (www.sedarplus.ca) under Spark Power’s issuer profile.
The Special Meeting will be held virtually and commence at 10:00 a.m. (Toronto time) on December 1, 2023. Shareholders can access the Special Meeting using the following link: https://virtual-meetings.tsxtrust.com/en/1566/ (Password: spark2023 (case sensitive)).
In order to be effective, the Arrangement Resolution requires the approval of at least two-thirds (66 ⅔%) of the votes cast by Shareholders, present in person or represented by proxy at the Special Meeting. Following the Special Meeting, Spark Power will announce the voting results of the Special Meeting.
For more details on the Arrangement, the Special Meeting and the Consideration, please see the Circular which is available on SEDAR+ (www.sedarplus.ca) under Spark Power’s issuer profile and on Spark Power’s website (direct download at Management Information Circular – Spark Power (sparkpowercorp.com)).
Receipt of Interim Order and Conditional Approval of the Toronto Stock Exchange
Spark Power is also pleased to announce that (i) the Ontario Superior Court of Justice (Commercial List) has granted an interim order dated November 1, 2023 providing for the calling and holding of the Special Meeting and other procedural matters relating to the Arrangement, and (ii) the Toronto Stock Exchange (the “TSX“) has granted its conditional acceptance of the Arrangement and the delisting of the Shares from the TSX following completion of the Arrangement, subject to the fulfillment of the conditions therein.
Completion of the Arrangement remains subject to, among other things, (i) approval of the Arrangement Resolution at the Special Meeting, and (ii) receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the Arrangement.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The board of directors of Spark Power, on the basis of a unanimous recommendation of the special committee of independent directors of Spark Power, and after receiving advice from its financial and legal advisors, approved the Arrangement and recommend that Shareholders vote FOR the Arrangement.
Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on November 29, 2023.
If you have any questions or need assistance in your consideration of the Arrangement, with the completion and delivery of your form of proxy or voting instruction form, or about delivering your Shares and letter of transmittal to TSX Trust Company, as depositary in respect of the Arrangement, please contact Spark Power’s proxy solicitation agent, TMX Investor Solutions Inc.: (i) by telephone at 1-866-828-9088 (North American Toll Free) or 1-201-806-7301 (Outside North America); or (ii) by email at Info_TMXIS@tmx.com.
About Spark Power
Spark Power is the leading independent provider of end-to-end electrical services and operations and maintenance services to the industrial, utility, and renewable asset markets in North America. We work to earn the right to be our customers’ Trusted Partner in Power™. Our highly skilled and dedicated people, located in the communities we serve, combined with our knowledge of the power industry, technology expertise, and commitment to safety, ensures we deliver the right solutions that keep our customers’ operations up and running today and better equipped for tomorrow. Learn more at www.sparkpowercorp.com.
APG is a San Francisco Bay Area-based private equity firm with (USD) $1.2 billion of capital under management. APG and its team have experience in executing take-private transactions, in investing in Canadian companies, and in partnering with companies in the renewables and electrical power services sectors to grow by better serving their customers. For more information, please visit www.americanpacificgroup.com.
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain “forward-looking information” within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might”, “have potential” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking statements.” Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Arrangement, shareholder, regulatory and court approval of the Arrangement, the timing and ability of Spark Power to complete the Arrangement (if at all) and the timing and ability of Spark Power to satisfy the conditions precedent to completing the Arrangement (if at all) as set forth in the arrangement agreement.
Although Spark Power believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Spark Power, and its management and board of directors, as of the date hereof. Spark Power cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Spark Power will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Spark Power, the current Shareholders, or its future results and performance of Spark Power. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR+ (www.sedarplus.ca) under Spark Power’s issuer profile and on Spark Power’s website (direct download at Management Information Circular – Spark Power (sparkpowercorp.com)).
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of Spark Power at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Spark Power disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Spark Power.
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