LGT.B Logistec Corporation

LOGISTEC shareholders to receive $67.00 in cash per share pursuant to the transaction

Blue Wolf to Maintain Head Office in Québec With Significant Investment for Future Growth Initiatives

MONTREAL, Oct. 16, 2023 /PRNewswire/ - LOGISTEC Corporation (TSX: LGT.A) (TSX: LGT.B) ("LOGISTEC" or the "Corporation") today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with 1443373 B.C. Unlimited Liability Company (the "Purchaser"), an entity owned by certain funds managed by Blue Wolf Capital Partners LLC ("Blue Wolf") in partnership with Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, pursuant to which the Purchaser will acquire all the issued and outstanding shares of the Corporation for $67.00 in cash per share, representing a total enterprise value of approximately $1.2 billion, subject to customary closing conditions.

The Arrangement Agreement is the culmination of an extensive and robust review of strategic alternatives available to maximize shareholder value that was conducted by a Special Committee of independent directors of the Corporation at the request of its principal shareholder, Sumanic Investments Inc.

The consideration offered under the transaction represents a 61.2% premium to the unaffected 20‑day volume-weighted average trading price per Class A Common Share and a 62.2% premium to the unaffected 20-day volume-weighted average trading price per Class B Subordinate Voting Share on the Toronto Stock Exchange on May 19, 2023, the last trading day prior to the announcement of the strategic review process, and a 14.5% premium to the 20-day volume-weighted average trading price per Class A Common Share and a 9.9% premium to the 20-day volume-weighted average trading price per Class B Subordinate Voting Share on the Toronto Stock Exchange on October 13, 2023.

"Since my father started this business more than 70 years ago, we have grown into industry leaders," said Madeleine Paquin, President and Chief Executive Officer of LOGISTEC. "As we enter this next phase of our journey, we will continue to build a sustainable future by facilitating trade, handling our customers' goods safely, and protecting our environment as well as our water resources for the next generation. We see significant opportunity to collaborate with Blue Wolf to drive value creation for our people, our customers, and our communities while rewarding our existing shareholders with an attractive cash consideration providing immediate and fair value for their shares."

"After a comprehensive and rigorous strategic review process, we are pleased to have agreed terms on a transaction with Blue Wolf that has the full support of LOGISTEC's Board of Directors and Special Committee," said J. Mark Rodger, LOGISTEC's Chairman of the Board of Directors and of its Special Committee. "After careful deliberation, the Special Committee and the Board of Directors have unanimously concluded that the transaction is fair to LOGISTEC's shareholders and is in the best interests of LOGISTEC and its employees and other stakeholders."

"Blue Wolf is excited to enter the Québec market with this acquisition, which represents excellent prospects for continued growth for both of the Corporation's business segments and throughout North America," said Bennet Grill, Principal at Blue Wolf. Natalie Marjancik, Partner at Blue Wolf, added, "We are committed to maintaining LOGISTEC's core values of quality and innovative services, respect for people and the environment. We look forward to continued growth and working alongside the current management teams in place in Québec and elsewhere."

Blue Wolf's business plan is anchored in making significant contributions to the business and to the Québec and Canadian economy, including:

• Maintaining LOGISTEC's head office in the Province of Québec;
• Working with the current management teams to drive continued growth in the operations and employment of the business;
• Future investment of more than $200 million in capital expenditures and growth initiatives; and
• Continuing contributions to current charitable and social causes in Québec supported by LOGISTEC.

Blue Wolf is funding its portion of the purchase price with capital it manages on behalf of its limited partners via private equity fund capital as well as select co-investors, together with an additional preferred investment in the Purchaser by Stonepeak.

"The specialized services LOGISTEC provides through its terminal operations to a diversified global customer base make it a quality infrastructure asset," said James Wyper, Senior Managing Director at Stonepeak. "Between its Marine Services and Environmental Services business, which is focused on rehabilitating aging water infrastructure and remediating soil, we believe in the compelling opportunities for growth and in the future success of LOGISTEC. We are excited to support the Corporation, in partnership with Blue Wolf, in its next chapter."

"The gouvernement du Québec through Investissement Québec is in discussion with Blue Wolf for a potential investment in the Corporation," said Guy LeBlanc, President and CEO of Investissement Québec ("IQ"). "IQ's potential participation in the Corporation will support Blue Wolf's commitment to maintain LOGISTEC's headquarters and operations in Québec and to continue to make investments in Québec. We would like to thank and congratulate the Paquin Family for having built a sector champion solidly anchored in Québec."

LOGISTEC's Board of Directors has evaluated the Arrangement Agreement with the Corporation's management and legal and financial advisors, and following the receipt and review of the unanimous recommendation of the Special Committee, the Board of Directors has unanimously determined that the transaction is in the best interests of LOGISTEC and is fair to its shareholders, and unanimously recommends that LOGISTEC's shareholders approve the transaction.

Each of TD Securities Inc., as exclusive financial advisor to the Corporation, and Blair Franklin Capital Partners Inc., as independent financial advisor to the Special Committee, has provided a fairness opinion to the Board of Directors and the Special Committee, respectively, to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be received by LOGISTEC shareholders under the transaction is fair, from a financial point of view, to such shareholders.

The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Québec) and is expected to close in the first quarter of 2024, subject to customary closing conditions, including the receipt of regulatory approvals and clearances in Canada and the United States, LOGISTEC shareholder approval and Court approval. The transaction is not subject to any financing condition.

Required LOGISTEC shareholder approval for the transaction will consist of at least 66⅔% of the votes cast on the transaction by holders of Class A Common Shares and Class B Subordinate Voting Shares voting together as a single class at a special meeting of LOGISTEC shareholders. Concurrently with the execution of the Arrangement Agreement, the Purchaser has entered into a voting support agreement with Sumanic Investments Inc., holding Class A Common Shares and Class B Subordinate Voting Shares representing approximately 77% of the voting rights attached to the issued and outstanding shares of the Corporation, and voting support agreements with each of the directors and executive officers who own shares of the Corporation, pursuant to which they have agreed to vote all shares held by them in favour of the transaction, subject to customary exceptions.

The Arrangement Agreement contains non-solicitation covenants on the part of the Corporation, subject to the customary "fiduciary out" provisions. A termination fee of $32 million would be payable by the Corporation to the Purchaser in certain circumstances, including in the context of a superior proposal supported by the Corporation. The Corporation would also be entitled to a reverse termination fee of $59 million if the transaction is not completed in certain circumstances.

Following completion of the transaction, the Corporation will become a privately held company and will apply to cease to be a reporting issuer under Canadian securities laws and the Class A Common Shares and Class B Subordinate Voting Shares will no longer be publicly traded on the Toronto Stock Exchange.

Additional information regarding the transaction will be included in an information circular that LOGISTEC will prepare, file and mail to LOGISTEC shareholders in advance of the special meeting to be held to consider and approve the transaction. Copies of the Arrangement Agreement and the information circular will be available under the Corporation's profile on SEDAR+ on www.sedarplus.ca.

TD Securities Inc. is acting as exclusive financial advisor to the Corporation and Blair Franklin Capital Partners Inc. is acting as independent financial advisor to the Special Committee. Rothschild & Co is acting as exclusive financial advisor to Blue Wolf. Stikeman Elliott LLP is acting as independent legal advisor to the Special Committee and Fasken Martineau DuMoulin LLP and K&L Gates LLP as legal advisors to the Corporation. McCarthy Tétrault LLP and Willkie Farr & Gallagher LLP are acting as legal advisors to Blue Wolf. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Sumanic Investments Inc.

LOGISTEC Corporation is based in Montréal (QC) and provides specialized services to the marine community and industrial companies in the areas of bulk, break-bulk and container cargo handling in 60 ports and 90 terminals located in North America. LOGISTEC also offers marine transportation services geared primarily to the Arctic coastal trade as well as marine agency services to shipowners and operators serving the Canadian market. Furthermore, the Corporation operates in the environmental industry where it provides services to industrial, municipal, and other governmental customers for the renewal of underground water mains, dredging, dewatering, contaminated soils and materials management, site remediation, risk assessment, and manufacturing of fluid transportation products.

The Corporation has been profitable and has paid regular dividends since becoming public and payments have grown steadily over the years. A public company since 1969, LOGISTEC's shares are listed on the Toronto Stock Exchange under the ticker symbols LGT.A and LGT.B. More information can be obtained on the Corporation's website at www.logistec.com.

Blue Wolf Capital Partners LLC is a private equity firm that focuses on value investments in middle market companies in the healthcare and industrial sectors. The firm's integrated team of investment professionals and veteran operating executives work collaboratively to generate returns by driving transformational change using operational and strategic experience. Blue Wolf seeks to invest in businesses that have catalysts for value creation that involve organizational transformation, complex union or human capital issues, significant government presence,  or the opportunity to use ESG-informed strategies. For additional information, please visit www.bluewolfcapital.com.

Stonepeak is a leading alternative investment firm specializing in infrastructure and real assets with approximately $57.1 billion of assets under management. Through its investment in defensive, hard-asset businesses globally, Stonepeak aims to create value for its investors and portfolio companies, and to have a positive impact on the communities in which it operates. Stonepeak sponsors investment vehicles focused on private equity and credit. The firm provides capital, operational support, and committed partnership to sustainably grow investments in its target sectors, which include communications, energy and energy transition, transport and logistics, social infrastructure, and real estate. Stonepeak is headquartered in New York with offices in Hong Kong, Houston, London, Singapore, and Sydney. For more information, please visit www.stonepeak.com.

As at the date hereof, Sumanic Investments Inc. ("Sumanic") owns 5,802,578 Class A Common Shares and 6,600 Class B Subordinate Voting Shares, representing approximately 45% of the issued and outstanding shares of LOGISTEC and 77% of the outstanding votes of LOGISTEC, and currently files early warning reports pursuant to the requirements of Regulation 62-104 respecting Take-Over Bids and lssuer Bids and Regulation 62-103 respecting the Early Warning System and Related Take-Over Bid and lnsider Reporting Issues with respect to LOGISTEC. An amended early warning report, stating that Sumanic has entered into a support and voting agreement with the Purchaser pursuant to which it has agreed to vote, at the special meeting of the shareholders of LOGISTEC, in favour of the arrangement contemplated by the Arrangement Agreement will be filed with the applicable securities commissions and will be made available on SEDAR+ at www.sedarplus.ca. Further information, including a copy of the early warning report may be obtained by contacting Madeleine Paquin, director of Sumanic at 514-237-2949 and Nicole Paquin, director of Sumanic, at 514-212-2325.

This press release contains forward-looking information, within the meaning of applicable securities legislation, including statements relating to the anticipated benefits of the transaction for the Corporation and its stakeholders, regulatory, shareholder and Court approvals and the anticipated timing of completion of the transaction. These forward-looking statements express, as of the date of this press release, the estimates, predictions, projections, expectations, or opinions of the Corporation about future events or results, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, shareholder and Court approvals, the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the transaction and the completion of the transaction on expected terms, the impact of the transaction and the dedication of substantial resources from the Corporation to pursuing the transaction on the Corporation's ability to maintain its current business relationships and its current and future operations, financial condition and prospects and statements relating to IQ's potential participation in the transaction and any potential related undertakings in connection therewith. Although the Corporation believes that the expectations produced by these forward-looking statements are founded on valid and reasonable bases and assumptions, these forward-looking statements are inherently subject to important uncertainties and contingencies, many of which are beyond the Corporation's control, such that the Corporation's performance may differ significantly from the predicted performance expressed or presented in such forward-looking statements. The important risks and uncertainties that may cause the actual results and future events to differ significantly from the expectations currently expressed include the possibility that the transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, shareholder and Court approvals and other conditions to the closing of the transaction or for other reasons; the failure to complete the transaction which could negatively impact the price of the shares or otherwise affect the business of the Corporation; the dedication of significant resources to pursuing the transaction and the restrictions imposed on the Corporation while the transaction is pending; the uncertainty surrounding the transaction that could adversely affect the Corporation's retention of customers and business partners; the occurrence of a material adverse effect leading to the termination of the Arrangement Agreement, as well as the additional risks and uncertainties examined under business risks in the Corporation's 2022 annual report. The transaction contemplated in this press release is not contingent on IQ's participation in the transaction. The reader of this press release is thus cautioned not to place undue reliance on these forward-looking statements. The Corporation undertakes no obligation to update or revise these forward-looking statements, except as required by law.

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SOURCE Logistec Corporation