Latécoère S.A. (ENXTPA:LAT) entered into a definitive arrangement agreement to acquire Avcorp Industries Inc. (TSX:AVP) from Panta Canada B.V. and others for CAD 40.8 million on May 4, 2022. Under the terms of the Arrangement Agreement, Latécoère has agreed to acquire all of the issued and outstanding common shares of Avcorp for consideration of CAD 0.11 in cash per Avcorp share. Pursuant to the proposed transaction, Latécoère will pay a total of approximately CAD 41 million for the Avcorp shares. The arrangement implies a total transaction value of approximately CAD 139 million for the Avcorp. This acquisition is fully financed with Latécoère Group's cash on hand. Following the acquisition, Avcorp Industries will operate as a wholly owned subsidiary of Latécoère. Avcorp management team led by Amandeep Kaler, Chief Executive Officer will continue to manage Avcorp and support business activity. Avcorp has also agreed to pay a termination fee to Latécoère of CAD 4 million in connection with termination of the transaction due to the occurrence of certain events. In addition to the approval of the Arrangement, all proposed director nominees were duly elected by Shareholders as directors of the Company for the ensuing year. The directors are David Levi, Amandeep Kaler, Elizabeth Otis, Jaap Rosen, and Ken Robertson.

The transaction will be implemented by way of a court-approved plan of arrangement under the Canada Business Corporations Act. The transaction is subject to customary closing conditions for a transaction of this nature, including court approval, ICA Clearance, Dissent Rights, applicable regulatory and stock exchange approvals (including Committee on Foreign Investment in the US (CFIUS) and Investment Canada Act clearance), customer consents and Avcorp shareholder approval. The Avcorp Board has unanimously approved the transaction and has recommended that Avcorp shareholders vote their Avcorp shares in favour of the Arrangement. On May 31, 2022, Avcorp obtained an interim order of the Supreme Court of British Columbia providing for the calling and holding of the Meeting and other procedural matters related to the Arrangement. The annual general and special meeting of securityholders will be held on June 30, 2022 to approve the transaction. As of June 30, 2022, the transaction was approved by Avcorp Industries. The transaction is expected to close in the third quarter of 2022. The transaction is expected to close during the fourth quarter of 2022.

RBC Capital Markets acted as the financial advisor to Latécoère. Robert Vaux and Jamie van Diepen of Goodmans LLP and Kirkland & Ellis LLP acted as the legal advisors to Latécoère. Fort Capital Partners acted as the financial advisor to the Special Committee of Avcorp. Fort Capital Partners acted as the fairness opinion provider to Avcorp. Desmond Balakrishnan of McMillan LLP acted as the legal advisor to Avcorp. TSX Trust Company acted as the transfer agent to Avcorp. Societe Generale acted as financial advisor to Latécoère S.A.

Latécoère S.A. (ENXTPA:LAT) completed the acquisition of Avcorp Industries Inc. (TSX:AVP) from Panta Canada B.V. and others on November 7, 2022. As a result of the Arrangement, the Avcorp Shares are expected to be delisted from the Toronto Stock Exchange and Avcorp intends to submit an application to the applicable securities regulators in Canada to cease to be a reporting issuer.