Just Energy Announces Proposed Acquisition of its Shares of ecobee Inc.
November 01 2021 - 4:00PM
Just Energy Group Inc. (“
Just Energy” or the
“
Company”) (TSXV:JE; OTC:JENGQ), a retail energy
provider specializing in electricity and natural gas commodities
and bringing energy efficient solutions, carbon offsets and
renewable energy options to customers, announced today that Generac
Holdings Inc. (“
Generac”) announced the signing of
an agreement to acquire all of the issued and outstanding shares of
ecobee Inc. (“
ecobee”), including all of the
ecobee shares held by Just Energy.
The acquisition of all the shares of ecobee will
be effected pursuant to a court approved arrangement under the
Canada Business Corporations Act (Canada). Just Energy will be
seeking court approval in its proceedings under the Companies’
Creditors Arrangement Act (Canada) (“CCAA”) to
enter into a support agreement with an affiliate of Generac to vote
in favour of the acquisition.
The ecobee acquisition by Generac is valued at
up to USD $770 million, contingent on the achievement of certain
performance targets. At closing, Generac will pay the sellers of
the ecobee shares an aggregate of USD $200 million in cash, subject
to customary adjustments, along with USD $450 million in Generac
common stock. Additionally, upon achievement of certain performance
targets between closing and June 30, 2023 the sellers may receive
up to an aggregate of USD $120 million in shares of Generac common
stock.
At closing, Just Energy anticipates receiving
approximately CAD $61 million, comprised of approximately CAD $18
million cash and CAD $43 million of Generac stock. Just Energy can
receive up to an additional approximate CAD $10 million in Generac
stock over calendar 2022 and 2023, provided that certain
performance targets are achieved by ecobee. Generac stock trades on
the New York Stock Exchange under the symbol GNRC.
The acquisition of ecobee by Generac is expected
to close in the fourth quarter of calendar 2021, subject to
customary closing conditions, including clearance under the
Hart-Scott-Rodino Antitrust Improvements Act.
For further information regarding the
acquisition of ecobee by Generac, please see Generac’s press
release at http://investors.generac.com/news-releases.
As previously reported, FTI Consulting Canada
Inc. (the “Monitor”) is overseeing the proceedings
of the Just Energy under the CCAA as the court-appointed Monitor.
Further information regarding the CCAA proceedings is available at
the Monitor’s website
at http://cfcanada.fticonsulting.com/justenergy. Information
regarding the CCAA proceedings can also be obtained by calling the
Monitor’s hotline at 416-649-8127 or 1-844-669-6340 or by email
at justenergy@fticonsulting.com.
About Just Energy Group
Inc.
Just Energy is a retail energy provider
specializing in electricity and natural gas commodities and
bringing energy efficient solutions, carbon offsets and renewable
energy options to customers. Currently operating in the United
States and Canada, Just Energy serves residential and commercial
customers. Just Energy is the parent company of Amigo Energy,
Filter Group, Hudson Energy, Interactive Energy Group, Tara Energy,
and terrapass. Visit https://investors.justenergy.com to learn
more.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking
statements, including, without limitation, statements with respect
to the sale of the Company’s ecobee shares and the anticipated
proceeds from the sale of the ecobee shares. These statements are
based on current expectations that involve several risks and
uncertainties which could cause actual results to differ from those
anticipated. These risks include, but are not limited to, risks
with respect to: the ability of ecobee or Generac to close the sale
and purchase of the ecobee shares; regulatory approval of the
acquisition of ecobee by Generac; approval under the CCAA
proceedings of Just Energy to sign a support agreement in favour of
the sale of the Just Energy’s shares of ecobee to Generac; the
ability of the Company to continue as a going concern; the outcome
of proceedings under the CCAA proceedings and similar legislation
in the United States; the outcome of any potential litigation with
respect to the February 2021 extreme weather event in Texas (the
“Weather Event”), the final amount received by the
Company with respect to the financing mechanisms to recover certain
costs incurred during the Weather Event, the outcome of any invoice
dispute with the Electric Reliability Council of Texas; the
Company’s discussions with key stakeholders regarding the Weather
Event and the CCAA proceedings and the outcome thereof; the impact
of the evolving COVID-19 pandemic on the Company’s business,
operations and sales; reliance on suppliers; uncertainties relating
to the ultimate spread, severity and duration of COVID-19 and
related adverse effects on the economies and financial markets of
countries in which the Company operates; the ability of the Company
to successfully implement its business continuity plans with
respect to the COVID-19 pandemic; the Company’s ability to access
sufficient capital to provide liquidity to manage its cash flow
requirements; general economic, business and market conditions; the
ability of management to execute its business plan; levels of
customer natural gas and electricity consumption; extreme weather
conditions; rates of customer additions and renewals; customer
credit risk; rates of customer attrition; fluctuations in natural
gas and electricity prices; interest and exchange rates; actions
taken by governmental authorities including energy marketing
regulation; increases in taxes and changes in government
regulations and incentive programs; changes in regulatory regimes;
results of litigation and decisions by regulatory authorities;
competition; and dependence on certain suppliers. Additional
information on these and other factors that could affect Just
Energy’s operations or financial results are included in Just
Energy’s annual information form and other reports on file with
Canadian securities regulatory authorities which can be accessed
through the SEDAR website at www.sedar.com and on the U.S.
Securities and Exchange Commission’s website at www.sec.gov or
through Just Energy’s website at www.investors.justenergy.com.
Any forward-looking statement made by Just
Energy in this press release speaks only as of the date on which it
is made. Just Energy undertakes no obligation to update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
FOR FURTHER INFORMATION PLEASE
CONTACT: InvestorsMichael
CummingsAlpha IRPhone: (617) 982-0475 JE@alpha-ir.com
MonitorFTI Consulting
Inc.Phone: 416-649-8127 or
1-844-669-6340justenergy@fticonsulting.com
MediaBoyd ErmanLongview
CommunicationsPhone: 416-523-5885berman@longviewcomms.ca
Source: Just Energy Group
Inc.
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