Superior Plus Corp. (TSX:SPB) agreed to acquire Canexus Corporation (TSX:CUS) for approximately CAD 320 million in stock on October 5, 2015. Canexus shareholders will receive 0.153 of a Superior Share for each Canexus share. Canexus Convertible Debentures are convertible for an aggregate of 35.13 million Canexus shares. Post transaction shareholders of Canexus will hold approximately 18% in Superior Plus. The transaction will be financed by Superior refinancing certain Canexus debt. Superior has secured a committed CAD 650 million bridge financing facility with National Bank of Canada and J.P. Morgan Securities LLC to complete the transaction. Permanent financing for the transaction is expected to be obtained in due course through a combination of new debt and equity issuances. Canexus will pay CAD 25 million termination fee if the transaction is terminated in certain specified circumstances and for the payment by Superior of a reverse termination fee of CAD 25 million if the agreement is terminated in certain specified circumstances. Pro forma for the transaction is Superior would have generated LTM revenues of CAD 4.1 billion and LTM EBITDA of CAD 388 million before combination. The transaction includes customary provisions relating to non-solicitation, fiduciary-outs for Canexus with respect to financially superior alternate proposals and Superior’s right to match such proposals. The Directors and Senior officers of Canexus have entered into customary voting support agreements to, among other things, vote in favour of the transaction. The transaction is subject to the approval of at least 66 2/3% of Canexus’s shareholders in meeting to be held in December, 2015. The deal is subject to certain regulatory approval, court and stock exchange approvals, third party approval, dissent rights have not been exercised with respect to more than 5% of the issued and outstanding Common Shares and certain other closing conditions customary in transactions of this nature. The transaction has been unanimously approved by Board of Directors of Canexus and Superior and recommended shareholders to approve the deal. A Special committee was formed which has recommended the transaction to be in best interest of shareholders. The closing of the transaction is expected to occur by mid-2016. Canexus Corporation shareholders meeting will be held on December 11, 2015 to consider the transaction. The Board of Directors of Canexus has unanimously recommends those shareholders to approve the deal. Also Laurel Hill Advisory Group is acting as its proxy solicitor for Canexus. As of December 11, 2015, Canexus Corp. shareholders’ and court of Queen's Bench of Alberta have voted to approve the deal. As of December 22, 2015, Superior has increased the syndicated credit facility to CAD 775 million and in connection with the extension of the revolving credit facility, Superior has permanently reduced the total bridge facility provided by a syndicate of lenders with National Bank of Canada and J.P. Morgan Securities LLC as Co-Lead Arrangers from CAD 650 million to CAD 445 million. As of March 22, 2016, transaction is expected to close in the first half of 2016. As of April 28, 2016, Superior Plus and Canexus extended the outside date for their proposed merger to June 29, 2016 as they were still seeking regulatory approvals from authorities. As of June 20, 2016, the deal received early termination notice from FTC. As announced on June 27, 2016, Federal Trade Commission filed an administrative complaint charging that the transaction will violate antitrust laws. Superior Plus and Canexus have not reached agreement to extend the June 29, 2016, outside date. As of June 28, 2016, Canadian Competition Bureau approved the transaction. National Bank Financial Markets and J.P. Morgan Securities LLC acted as financial advisors and Justin E. Ferrara of Norton Rose Fulbright Canada LLP, Blake, Cassels & Graydon LLP acted as legal advisor to Superior. CIBC World Markets and The Valence Group are acting as financial advisors and Keith R. Chatwin, Bradley Ashkin, Andrew Beamer, Janel Young, Brandon Leitch, Erin Dand, Maciej Zielnik, Susan Hutton, Megan MacDonald, Julie D'Avignon, Gary Clarke, Kris Noonan, Geoffrey Holub, Andrea Boctor, Allison Sears, David Price, Zhuo Chen, Rhonda Ferguson, Haifeng Hu and Derek Schiissler of Stikeman Elliott LLP is acting as legal advisors to Canexus. Pamela Taylor of Jones Day acted as legal advisor for Canexus. HSBC Bank Plc acted as the financial advisor for Canexus. Baker Botts LLP acted as legal advisor, Deloitte LLP acted as accountant, Computershare Trust Company of Canada acted as registrar, and Computershare Investor Services Inc. acted as depositary for Superior Plus Corp. Laurel Hill acted as information agent for Canexus and was paid advisory fee of CAD 0.05 million. Superior Plus Corp. (TSX:SPB) cancelled the acquisition of Canexus Corporation (TSX:CUS) on June 30, 2016. As per the agreement transaction may be terminated by Superior under non fulfillment of certain compliances. Superior had been in discussions with Canexus, but the parties have failed to reach agreement on terms that would allow the transaction to proceed. Superior had sought to get Canexus to remedy the breach of certain provisions of the agreement and had requested that Canexus extend the Outside Date of June 29, 2016 to provide sufficient time for the parties to respond to legal proceedings commenced by the Federal Trade Commission.