|Date Announced:||January 20, 2019|
|Deal Value:||$312 Million|
|Client Name:||ZCL Composites Inc.|
ZCL Composites Inc. entered into a definitive agreement with Shawcor Ltd, a global energy services company, under which Shawcor will acquire all of the issued and outstanding common shares of ZCL by way of a court-approved plan of arrangement, for a purchase price of $10.00 per share, payable entirely in cash.
The proposed cash consideration represents an approximately 46% premium to the 20-day volume weighted average trading price of the ZCL's common shares on the TSX as of January 18, 2019. The aggregate proposed consideration on a fully diluted basis implies a total enterprise value for ZCL of approximately $312 million, or 12.5 times ZCL's Adjusted EBITDA reported for the 12-month period ending September 30, 2018. The transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to the approval of ZCL's securityholders, relevant regulatory approvals and other customary closing conditions.