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.
SOURCE Canaccord Genuity Acquisition Corp.