American Pacific Group, L.P. entered into an arrangement agreement to acquire Spark Power Group Inc. (TSX:SPG) for CAD 77.5 million on October 14, 2023. Under the terms of the transaction, American Pacific Group, L.P. will pay CAD 0.825 per share in an all-cash transaction valued at approximately CAD 140 million (including assumed debt). Upon closing of the Transaction, it is expected that the Shares of Spark Power will be delisted from the TSX and that it will cease to be a reporting issuer under applicable Canadian securities laws. The transaction also involves a termination fee of CAD 2.7 million payable by Spark Power if the Company accepts a superior proposal.
The transaction is subject to approval by Spark Power shareholders, court approval and is unanimously approved by board of directors of Spark Power, having received an unanimous recommendation from a special committee comprised solely of independent directors of Spark Power. The transaction is expected to close in December 2023.
MPA Morrison Park Advisors Inc. is acting as financial advisor as well as fairness opinion provider to the Special Committee. Bennett Jones LLP is acting as legal advisor to the Special Committee. Stikeman Elliott LLP and Jones Day are acting as legal advisors to American Pacific Group.