ZCL Composites to be Acquired by Shawcor Ltd.

Highlights

• Cash offer of $10.00 per share with no financing condition provides certainty of value
• Significant premium of 46% to the 20-day volume weighted average trading price of ZCL's common shares on the TSX as of January 18, 2019
• Highly favourable outcome for shareholders in light of the previously completed review of strategic options disclosed on May 3, 2018
• Transaction enterprise value of $312 million implies a multiple of 12.5 times ZCL's reported Adjusted EBITDA for the 12 months ending September 30, 2018
• ZCL Board of Directors recommends shareholders vote in favour of the Transaction at a special meeting expected to take place on or about March 26, 2019

EDMONTON, Jan. 20, 2019 /CNW/ - ZCL Composites Inc. ("ZCL" or the "Company") (TSX: ZCL) is pleased to announce that it has entered into a definitive agreement (the "Arrangement Agreement") with Shawcor Ltd. ("Shawcor") (TSX: SCL), 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 (the "Transaction"), 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 Company'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 the Company of approximately $312 million, or 12.5 times the Company'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 the Company's securityholders, relevant regulatory approvals and other customary closing conditions.

ZCL Chairman of the Board Anthony (Tony) P. Franceschini commented:

"We are pleased to announce this transaction and believe Shawcor will be excellent stewards of the ZCL business moving forward. We believe the transaction represents compelling value for ZCL shareholders and we are excited for the next stage of growth for our employees and other stakeholders."

Transaction Details

The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to a number of customary conditions for a transaction of this nature including, but not limited to, court approval and the approval of at least two-thirds of the votes cast by ZCL voting securityholders in person or by proxy at a special meeting. The terms and conditions of the Arrangement Agreement and additional details of the Transaction will be summarized in the Company's management information circular (the "Circular") to be mailed to securityholders. Copies of the Circular and the Arrangement Agreement will be filed on the Company's SEDAR profile and will be available for viewing at www.sedar.com. The special meeting of ZCL's securityholders is expected to take place on or about March 26, 2019, with closing expected on or after April 2, 2019. Closing of the Transaction is not subject to a financing condition, and Shawcor has represented that it will have, at the time of closing, sufficient funds to satisfy the aggregate cash consideration. The Arrangement Agreement is subject to customary non-solicit provisions and ZCL's right to consider and accept superior proposals. 

After receiving financial and legal advice, the Board of Directors of ZCL determined that the Transaction is in the best interests of ZCL, and resolved to support the Transaction and to recommend that its securityholders vote in favour of the Transaction. Raymond James Ltd., financial advisor to the Company, has provided an opinion that subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the shareholders of the Company pursuant to the Transaction is fair, from a financial point of view, to such shareholders (the "Raymond James opinion"). 

In approving the Transaction and making its recommendation, the Board of ZCL considered, among other things, the Raymond James opinion, the previously completed review of strategic options disclosed in May of last year that did not bring forward actionable, value-maximizing alternatives, and the likelihood of another purchaser offering greater consideration to securityholders. The Board's full rationale for recommending the Transaction, along with a copy of the Raymond James opinion and other relevant background information, will be contained in the Circular.

Advisors to the Transaction

Raymond James Ltd. is serving as financial advisor to ZCL and Bennett Jones LLP is serving as legal counsel.

About ZCL Composites

ZCL is North America's largest manufacturer of environmentally friendly fiberglass reinforced plastic ("FRP") underground storage tanks for the fuel, water and wastewater and oil & gas markets. ZCL is an innovator in composite tank engineering, with nearly 40 years of direct industry experience. When ZCL acquired Xerxes Corporation in 2007, it brought together North America's two leading fiberglass tank brands: ZCL (founded in 1987) and Xerxes (founded in 1979). ZCL's product offering includes underground composite tanks and a full complement of accessories. ZCL's six UL-listed or ULC-listed manufacturing facilities across North America ensure that it is able to supply its tanks throughout North America in a timely manner. ZCL's tanks are made of 100% premium resin and glass (no fillers), making them corrosion-resistant, both inside and out. To date, ZCL's has installed approximately a quarter of a million composite tanks.

Additional information about ZCL is available on SEDAR (www.sedar.com) and on the ZCL website (https://www.zcl.com/en/).                      

Disclaimers and Caution Regarding Forward Looking Information

Certain statements contained in this press release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward looking statements are often identified by words such as "may", "will", "should", "could", "anticipate", "believe", "expect", "intend", "plan", "potential", "continue" and similar expressions. Forward-looking statements contained or referred to in this press release include, but may not be limited to, statements relating to the proposed acquisition by Shawcor of ZCL's common shares; certain strategic, operational and financial benefits expected to result from the proposed Transaction; the plans and strategic priorities of the combined company; securityholder approval of the Transaction, the management of the business of ZCL going forward and other statements that are not historical facts.

The forward-looking statements contained in this press release reflect the current expectations, assumptions and/or beliefs of the Company about future events based on information currently available to the Company. Although the Company believes that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements contained in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve risks, uncertainties and other factors that could cause actual events, results, liabilities and financial results in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things: the completion and timing of the proposed Transaction are subject to customary closing conditions, termination rights and other risks and uncertainties including, without limitation, court and securityholder approvals, and the risks discussed in the "Risk Factors" section of the Company's Annual Information Form and the "Risks and Uncertainties" section of the Company's Management Discussion and Analysis, copies of which may be obtained at www.sedar.com. Accordingly, there can be no assurance that the proposed Transaction will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this press release. The proposed Transaction could be modified, restructured or terminated.

There can also be no assurance that the strategic, operational or financial benefits expected to result from the proposed Transaction will be realized.

The forward-looking statements contained in this press release speak only as of the date of this press release. Except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise.

The Transaction contemplated by this press release involves the securities of Canadian companies and will be subject to Canadian disclosure requirements that are different from those of the United States. Financial statements included or incorporated by reference in the Company's information circular relating to the Transaction will have been prepared in accordance with Canadian accounting standards and may not be comparable to the financial statements of U.S. companies.

Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in an jurisdiction pursuant to the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in an jurisdiction in contravention of applicable law.

Non-GAAP Measures

This press release contains reference to ZCL's Adjusted EBITDA, which is a financial measurement that does not have a standardized meaning prescribed by International Financial Reporting Standards ("IFRS") and is therefore considered a non-GAAP financial measure. Adjusted EBITDA does not have a standardized meaning and therefore may not be comparable to similar measures presented by other companies. Adjusted EBITDA is included in this press release because the Company believes it provides investors and analysts with additional useful information with respect to the Transaction and the Company and because it is frequently used as a measure by securities analysts, investors and other interested parties in the evaluation of companies in this industry. Non-GAAP measures should not be considered in isolation or used in substitution for other measures of performance prepared in accordance with GAAP.

Adjusted EBITDA is defined as income from continuing operations before finance expense, income taxes, share-based compensation, depreciation of property, plant and equipment, amortization of intangible assets, gains or losses on sale of assets, and impairment of assets. 

The following table reconciles net income from continuing operations in accordance with IFRS to Adjusted EBITDA for the twelve months ended September 30, 2018.

	Three Months Ended Dec 31, 2017	Nine Months Ended Sept. 30, 2018	Last Twelve Months Ended Sept. 30, 2018
(in thousands of dollars)	$	$	$
Net income from continuing operations	6,114	9,601	15,715
Adjustments:
Depreciation and amortization	795	2,109	2,904
Finance expense	92	365	457
Income tax expense	2,025	3,569	5,594
Share-based compensation	93	151	244
Loss (gain) on disposal of property, plant and equipment	25	(2)	23
Loss on impairment of assets	97	-	97
Adjusted EBITDA	9,241	15,793	25,034

Note: All amounts referred to herein are in Canadian dollars.

SOURCE ZCL Composites Inc.

Ted Redmond, President & CEO, ZCL Composites Inc., [phone], Ted.Redmond @ zcl.com; Kathy Demuth, Chief Financial Officer, ZCL Composites Inc., [phone], Kathy.Demuth @ zcl.com

Related Links

http://www.zcl.com