MONTREAL — Xebec Adsorption Inc. (TSXV: XBC) (“Xebec” or the “Corporation”), a global provider of clean energy solutions, is pleased to announce that it has closed its previously announced acquisition of Green Vision Holding B.V., the parent company of HyGear Technology and Services B.V. (“HyGear”) for aggregate consideration of €82.0 million (approximately $127.3 million) and the assumption of €18.4 million (approximately $28.6 million) in net debt (the “Acquisition”).
The purchase price for the Acquisition was satisfied by way of a cash payment in the amount of €42.0 million (approximately $65.2 million) and the issuance of 10,014,364 common shares of Xebec.
HyGear was founded in 2002 in Arnhem, The Netherlands, as a clean-tech company specializing in the on-site production and recovery of industrial gases. HyGear is an emerging developer, manufacturer, and supplier of technology and products for the production, recovery, purification, and mixing of industrial gases, such as hydrogen and nitrogen. HyGear’s technological backbone consists of 14 active patents issued both in EU countries and the United States.
The Acquisition positions Xebec to execute and accelerate its distributed renewable gas strategy. The acquisition of new hydrogen technology, and the access to new markets, will enable Xebec to launch a commercially viable green hydrogen product offering. Specifically, the Acquisition is expected to, among other things:
- provide Xebec with an entry into the industrial hydrogen and emerging hydrogen energy market;
- expand HyGear’s business and products into North America and provide a retrofit opportunity with existing compressed natural gas fueling stations;
- expand Xebec’s product offering and allow the Corporation to become a global provider of onsite gas generation systems; and
- provide Xebec with strong hydrogen and onsite gas research and development capabilities.
“This is the boldest move in the company’s history, with the objective to make Xebec a worldwide renewable gas leader. We are also very happy to have the strategic support of the Caisse de dépôt et placement du Québec, a large long-term institutional investor who also shares the same vision. As a result, we are now uniquely positioned to leverage a recurring, profitable, and industrial client base to support our growth in renewable natural gas and hydrogen. I would like to congratulate everyone on all their hard work and give HyGear a warm welcome to the Xebec family,” said Kurt Sorschak, Chairman, CEO and President of Xebec Adsorption Inc.
The cash consideration for the Acquisition was financed using the proceeds from the Corporation’s bought deal public offering of subscription receipts (the “Subscription Receipts”) completed through a syndicate of underwriters led by Desjardins Capital Markets and TD Securities Inc. acting as joint bookrunners, and including National Bank Financial Inc., Canaccord Genuity Group Inc., Raymond James Ltd., Beacon Securities Limited and Stifel Nicolaus Canada Inc. and from a concurrent private placement of subscription receipts (the “Placement Subscription Receipts”) with the Caisse de dépôt et placement du Québec, both of which closed on December 30, 2020.
With the Acquisition having been completed, each Subscription Receipt and Placement Subscription Receipt have been automatically exchanged for one common share in the capital of the Corporation (collectively, the “Common Shares”) without additional consideration and without further action by the holders of the Subscription Receipts and Placement Subscription Receipts.
Trading in the Subscription Receipts and Placement Subscription Receipts have been halted from the TSX Venture Exchange (the “TSXV”) today, the transfer register maintained by AST Trust Company (Canada), in its capacity as subscription receipt agent, will be closed and the Subscription Receipts and Placement Subscription Receipts will be delisted by the TSXV. The Common Shares underlying the Subscription Receipts and Placement Subscription Receipts are expected to commence trading on the TSXV on January 4, 2021.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction. This press release does not constitute an offer to sell or the solicitation to buy securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Desjardins Capital Markets and TD Securities Inc. acted as financial advisors on the Acquisition and Osler, Hoskin & Harcourt LLP acted as legal advisor to the Corporation, Stikeman Elliott LLP acted as legal advisor to the Underwriters and Norton Rose Fulbright Canada LLP acted as legal advisor to CDPQ.
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 TSXV under the symbol “XBC”.
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