(TSXV: HEO) -- H2O Innovation Inc. (“H2O
Innovation” or the “Corporation”) announces it has entered
into a binding sale and purchase agreement (the “Acquisition
Agreement”) pursuant to which H2O Innovation, through a
wholly-owned UK subsidiary, will acquire, from arm’s-length third
parties, Genesys Holdings Limited and its subsidiaries, Genesys
Manufacturing Limited, Genesys International Limited and Genesys
North America, LLC (collectively “Genesys”), a group of
privately-owned companies based in the United Kingdom that develop,
manufacture and distribute speciality reverse osmosis (RO) membrane
chemicals, antiscalants, cleaners, flocculants and biocides
(the “Acquisition”). Genesys offers, through a large
distribution network, a portfolio of over thirty-five (35)
diversified products with unique formulation that are manufactured
in its facility located in Cheshire, UK. In addition, Genesys also
offers complete laboratory services such as feed water and
pre-treatment tests, membrane autopsies and cleaning program
design.
“The combination of Genesys’ product offering
with our existing PWT product line will create a leading supplier
of specialized chemicals for membrane water treatment plants. Once
the acquisition is completed, H2O Innovation will deliver to
clients an even broader portfolio of products and solutions through
one of the largest distribution networks in the world. The expanded
operations and network will also improve our efficiency, when it
comes to manufacturing, warehousing and freighting. The reputation
of Genesys is proven and solid. Their sales relationships are long
lasting and growing and we look forward to welcoming the Genesys
partners into the H2O Innovation’s family”, said
Frédéric Dugré, President and Chief Executive Officer of H2O
Innovation.
Established in 2001, Genesys provides chemicals
and services to the membrane industry in almost 70 countries around
the world. “Through our innovative product line and first-class
service, Genesys has become a leading name in the membrane market.
All our branded formulations have been developed in-house and are
produced at our UK factory in Cheshire. Although Genesys is highly
profitable and has grown strongly over the years, we realize that
the next stage in growth can only be achieved in combination with a
larger organization. Our team has been aware of H2O Innovation for
many years and consider them as the perfect partner. They will
maintain the family feel that Genesys has developed by looking
after its staff and distributors. As there are significant areas of
synergy for both companies, we fully endorse the acquisition
knowing it will be highly beneficial to all those
involved”, said Ted Darton, President and Chief
Executive Officer of Genesys.
Management is expecting the Acquisition to be
immediately accretive to adjusted EBITDA and net earnings before
acquisition costs, as Genesys’ revenues and profitability are
recurring in nature. The Acquisition will also strengthen H2O
Innovation’s position as global player in the specialty chemicals
industry dedicated to water treatment. Combining Genesys with the
Corporation's PWT business line, H2O Innovation's distribution
network is expected to reach, following the transaction, one
hundred distributors covering both emerging and strategic
markets.
The purchase price of the Acquisition was
established at £16.95 M ($28.39 M)2 (the “Purchase
Price”), on a cash-free, debt-free basis fully-payable at closing
of the Acquisition. The Purchase Price is subject to customary
working capital adjustments as of the closing date.
Genesys’ key financial results are outlined
below:
Genesys’ consolidated financial results |
As at and for the year ended December 31, 2018
3 |
As at and for the six-month period ended June 30,
20194 |
Revenues |
£6.01 M ($10.40 M) |
£3.23 M ($5.57 M) |
Adjusted EBITDA5 |
£1.94 M ($3.35 M) |
£0.94 M ($1.61 M) |
Total Assets |
£5.69 M ($9.93 M) |
£6.30 M ($10.47 M) |
Total Liabilities |
£0.64 M ($1.11 M) |
£0.60 M ($1.00 M) |
Equity |
£5.05 M ($8.81 M) |
£5.70 M ($9.47 M) |
Net
income |
£1.30 M ($2.24 M) |
£0.76 M ($1.31 M) |
The Acquisition is expected to close on or about
November 12, 2019 and is subject to customary conditions.
Details of the Financings
H2O Innovation announces that is has filed today
a preliminary short form prospectus (the “Preliminary Prospectus”)
in connection with an overnight marketed public offering (the
“Public Offering”) of Subscription Receipts of the Corporation (the
“Subscription Receipts”) for anticipated gross proceeds of at least
$14 million. It is currently anticipated that the Offering Price of
the Subscription Receipts will be $1.05, subject to the final terms
being agreed at the time of the entering into an Underwriting
Agreement with the Underwriters, as herein defined.
The Subscription Receipts shall be exchangeable
into units (the “Units”) of the Corporation on a one-for-one basis
without additional payment or further action on the part of the
holders thereof. Each Unit shall be composed of one (1) common
share in the capital of the Corporation (a “Common Share”) and
one-half (1/2) of one common share purchase warrant (each whole
common share purchase warrant, a “Warrant”). It is currently
anticipated that a Warrant will entitle its holder to purchase an
additional Common Share at an exercise price of $1.40 for a
24-month period of time following the closing date. Subscribers to
the Concurrent Private Placement (as defined below) have confirmed
their acceptance of the above-mentioned terms and are expected to
sign subscription agreements reflecting such final terms and
conditions prior to the closing date.
The Offering is being co-led by Desjardins
Capital Markets and Canaccord Genuity Corp. (the “Co-Lead
Underwriters”), on behalf of a syndicate of underwriters
(the “Underwriters”). Following pricing of the Offering, the
Corporation will enter into an underwriting agreement with the
Underwriters (the “Underwriting Agreement”). The Subscription
Receipts will be offered for distribution in all provinces of
Canada by way of a short form prospectus. The Subscription Receipts
may also be placed privately in the United States or to U.S.
persons (as defined under Regulation S under the United States
Securities Act of 1933, as amended (the “Act”)) only to
persons that are Qualified Institutional Buyers under Rule
144A, in transactions exempt from the registration requirements of
the U.S. Securities Act, under Rule 144A and under exemptions from
registration or qualification under applicable U.S. state
securities laws.
The Corporation has also granted the
Underwriters an option to purchase additional Subscription Receipts
under the Public Offering at the Offering Price, exercisable in
whole or in part at the sole discretion of the Co-Lead
Underwriters, at any time up to thirty (30) days after the closing
date (the “Over-Allotment Option”), for additional gross
proceeds of up to $1 million.
Concurrently to the Public Offering, H2O
Innovation will complete a brokered private placement of
Subscription Receipts (the “Concurrent Private Placement”) with
certain institutional shareholders and insiders of the Corporation
for an aggregate gross proceeds of $8 million, under the same terms
and conditions as the Subscription Receipts issued under the Public
Offering (the Public Offering and the Concurrent Private Placement
are collectively the “Offerings”). The Subscription Receipts issued
in the Concurrent Private Placement (and any underlying securities)
will be subject to a four (4) month hold from the closing date of
the Offerings.
The Corporation intends to use the net proceeds
of the Offerings to partially finance the Purchase Price and
related transaction expenses relating to the Acquisition.
The gross proceeds of the Offerings
(the “Escrowed Proceeds”) will be held in escrow pending
confirmation from the Corporation (the “Release Notice”) that
all closing conditions of the Acquisition have been satisfied (or
waived), except for the payment of the Purchase Price
(the “Escrow Release Conditions”). Upon delivery of the
Release Notice, the Subscription Receipts will be automatically
exchanged for Units of the Corporation and the Escrowed Proceeds,
less the balance of the commission payable to the Underwriters,
will be released to the Corporation.
If the Release Notice is not provided on or
before December 31, 2019 or such other date as the Corporation and
the Co-Lead Underwriters may agree upon (the “Termination
Time”), the Acquisition Agreement is terminated in accordance with
its terms or the Corporation, prior to the Termination Time,
advises the Co-Lead Underwriters or the public that it does not
intend to proceed with the Acquisition, each Subscription Receipt
will be automatically cancelled without any further action. Holders
of the Subscription Receipts will be entitled to receive a
repayment of an amount equal to the Offering Price multiplied by
the number of Subscription Receipts held by such holder, plus their
pro rata portion of any accrued interest on the Escrowed Proceeds
(if any).
In the event the closing of the Acquisition
occurs concurrently with the closing of the Offerings, the
Corporation will issue Units instead of Subscription Receipts.
The Offerings are expected to close on or about
November 12, 2019. The Public Offering and the Concurrent Private
Placement are conditional upon each other. The Offerings are also
conditional upon there being no termination of the Acquisition or
announcement of such termination prior to the closing of the
Offerings.
The issuance of the Subscription Receipts (and
underlying Units, underlying Common Shares and underlying Warrants)
is subject to customary approvals of applicable securities
regulatory authorities, including the TSX Venture Exchange.
The securities being offered have not and will
not be registered under the Act, as amended, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy securities nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
Insider Participation
Certain insiders of H2O Innovation have
indicated their intention to participate in the Offerings, which
participation constitutes “related party transaction” as defined
under Regulation 61-101 respecting Protection of Minority Security
Holders in Special Transactions (“Regulation 61-101”). The
Offerings will be exempt from the formal valuation and minority
shareholder approval requirements of Regulation 61-101 as neither
the fair market value of securities being issued to insiders nor
the consideration being paid by insiders will exceed 25% of the
Corporation’s market capitalization. The Corporation has not yet
filed a material change report as required by Regulation 61-101 due
the confidentiality of the Acquisition and the Offerings before its
announcement.
New Credit Facility
In order to finance the remaining portion of the
Purchase Price and the ancillary costs and expenses,
H2O Innovation has entered into an amended and restated credit
agreement with its arm’s length lender to obtain an additional
long-term loan in an amount of $12 M.
H2O Innovation Conference
Call
The Corporation will hold a conference call to
discuss this announcement in further details at 4:30 p.m. Eastern
Standard Time on October 28, 2019.
To access the call, please call 1 (877) 223-4471
or 1 (647) 788-4922, five to ten minutes prior to the start time.
Presentation slides for the conference call will be made available
on the Corporate Presentations page of the Investors section of the
Corporation’s website and will be available on the Corporation’s
profile on SEDAR at www.sedar.com.
Prospective disclosures
Certain statements set forth in this press
release regarding the Acquisition, the terms of the Offerings, the
successful completion of the Acquisition, the successful marketing
and completion of the Offerings, the Corporation’s anticipated use
of proceeds under the Offerings, the expected timing for closing of
the Acquisition, the expected timing for closing of the Offerings,
the expected synergies and benefits of the Acquisition and the
operations and the activities of H2O Innovation as well as
other communications by the Corporation to the public that describe
more generally management objectives, projections, estimates,
expectations or forecasts may constitute forward-looking statements
within the meaning of securities legislation. Forward-looking
statements concern analysis and other information based on forecast
future results, performance and achievements and the estimate of
amounts that cannot yet be determined. Forward-looking statements
include the use of words such as “anticipate”, “if”, “believe”,
“continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”,
“potential”, “predict”, “project”, “should” or “will”, and other
similar expressions, as well as those usually used in the future
and the conditional. Those forward-looking statements, based on the
current expectations of management, involve a number of risks and
uncertainties, known and unknown, which may result in actual and
future results, performance and achievements of the Corporation to
be materially different than those indicated. Factors that could
cause or contribute to such differences include, but are not
limited to, failure to obtain TSX Venture Exchange approval of the
Offering, failure to satisfy the Escrow Release Conditions prior to
the Termination Time and those risk factors discussed in the Annual
Information Form of the Corporation dated
September 24, 2019 available on SEDAR (www.sedar.com).
Certain of the forward-looking statements included in this press
release may be considered “financial outlook” for purposes of
applicable Canadian provincial and territorial securities laws.
Readers are cautioned that such financial outlook information
contained in this press release should not be used for the purposes
other than for which it is disclosed herein or therein, as the case
may be. Unless required to do so pursuant to applicable securities
legislation, H2O Innovation assumes no obligation to update or
revise forward-looking statements contained in this press release
or in other communications as a result of new information, future
events and other changes.
About H2O Innovation
H2O Innovation designs and provides
state-of-the-art, custom-built and integrated water treatment
solutions based on membrane filtration technology for municipal,
industrial, energy and natural resources end-users. The
Corporation’s activities rely on three pillars which are
(i) water and wastewater projects and services;
(ii) specialty products, which include a complete line of
maple equipment and products, specialty chemicals, consumables and
specialized products for the water treatment industry; and
(iii) operation and maintenance services for water and
wastewater treatment systems and utilities. For more information,
visit www.h2oinnovation.com.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Source: |
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H2O Innovation Inc. |
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Marc Blanchet |
www.h2oinnovation.com |
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+1 418-688-0170 |
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marc.blanchet@h2oinnovation.com |
__________________________
1 The Corporation uses both International
Financial Reporting Standards (“IFRS”) and certain non-IFRS
measures to assess performance. Non-IFRS measures do not have any
standardized meaning prescribed by IFRS and are unlikely to be
comparable to any similar measures presented by other companies.
Non-IFRS measures, as presented herein include adjusted earnings
before interest tax, depreciation and amortization (“Adjusted
EBITDA”). Please refer to the section entitled “Non-IFRS Financial
Measurement” of the management discussion and analysis for the
fiscal year ended June 30, 2019 filed under the Corporation’s SEDAR
profile at www.sedar.com for the definition and historical
reconciliation to the most comparable IFRS measure.
2 Consideration to be paid was converted
using an exchange rate of 1 GBP = 1.6753 CAD, which represents the
daily exchange rate of the Bank of Canada on the day prior to the
announcement of the Acquisition.
3 The statement of income items of Genesys for
the fiscal year 2018 were converted using an exchange rate of 1 GBP
= 1.7299 CAD, which represents the average daily exchange rate of
the Bank of Canada for the twelve-month period ended December 31,
2018. The balance sheet items of Genesys as at December 31, 2018
were converted using an exchange rate of 1 GBP = 1.7439 CAD, which
represents the daily exchange rate of the Bank of Canada as at
December 31, 2018.
4 The statement of income items of Genesys for
the six-month period ended June 30, 2019 were converted using an
exchange rate of 1 GBP = 1.7256 CAD, which represents the average
daily exchange rate of the Bank of Canada for the six-month period
ended June 30, 2019. The balance sheet items of Genesys as at June
30, 2019 were converted using an exchange rate of 1 GBP = 1.6624
CAD, which represents the daily exchange rate of the Bank of Canada
as at June 30, 2019.
5 Genesys’ adjusted EBITDA, as used herein, is
defined as profit before net finance costs, income taxes, amounts
written off investments, divestiture costs and founding management
salaries for the twelve-month period ended June 30, 2019. The
amortization and depreciation of Genesys in its consolidated
financial statements is nil, therefore no adjustments were made to
Genesys’ Adjusted EBITDA in that regard. This measure should not be
considered in isolation or as an alternative to net earnings
(loss). The definition of adjusted EBITDA used herein may differ
from those used by other companies. Management believes that
adjusted EBITDA, as used herein, is a useful financial indicator
used by investors to assess the performance of Genesys. This
measure provides investors with additional information to assist
them in understanding critical components of a company’s financial
performance, including its ability to generate cash through its
current operations.
Genesys’ Consolidated Income Statement |
For the year ended December 31, 2018(3) |
For the six-month period ended June 30,
2019(4) |
|
£ |
$ |
£ |
$ |
Profit for the period |
1.30 M |
2.24 M |
0.76 M |
1.31 M |
Income tax expenses |
0.29 M |
0.50 M |
0.14 M |
0.25 M |
Investment revenues |
(0.03 M) |
(0.05 M) |
- |
- |
Amounts written off investments |
0.25 M |
0.44 M |
- |
- |
Professional fees and related costs to
divestiture(1) |
0.12 M |
0.20 M |
0.03 M |
0.04 M |
Founding management salaries(2) |
0.01 M |
0.02 M |
0.01 M |
0.01 M |
Adjusted EBITDA |
1.94 M |
3.35 M |
0.94 M |
1.61 M |
Note: (1)
This
adjustment relates to the professional fees and related expenses
incurred by Genesys for divestiture. (2)
This relates
to the salaries of the two founding executives that will resigned
as at the Acquisition date.
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