American Pacific Group acquires Spark Power in $140 million all-cash deal

Company

Spark Power Group Inc.

Law Firm / Organization
Bennett Jones LLP

Company

Generator-Spark Canada Buyer Inc.

Law Firm / Organization
Stikeman Elliott LLP
Law Firm / Organization
Jones Day

Company

American Pacific Group, LP

Law Firm / Organization
Stikeman Elliott LLP
Law Firm / Organization
Jones Day

On October 14, 2023, Spark Power Group Inc. (TSX) announced that its subsidiary, Spark Power Corp., entered into an arrangement agreement with Generator-Spark Canada Buyer Inc., an affiliate of American Pacific Group, LP (APG), to be acquired in an all-cash transaction valued at approximately $140 million, including assumed debt. The purchase price of $0.825 per share represents a 68% premium to the closing price on October 13, 2023. The deal, structured as a statutory plan of arrangement, is subject to customary conditions, including court and shareholder approval. The transaction is expected to close in December 2023.

The board, following a unanimous recommendation from a special committee of independent directors, endorsed the transaction, deeming it fair and in the best interests of shareholders. MPA Morrison Park Advisors Inc. provided a fairness opinion. Key legal advisors involved include Bennett Jones LLP for the Special Committee, Stikeman Elliott LLP, and Jones Day for the Purchaser.

Spark Power's co-founders and key executives, holding approximately 43.2% of shares, agreed to vote in favor of the transaction. The deal includes customary non-solicitation clauses and a $2.7 million termination fee if Spark Power accepts a superior proposal. Post-closing, Spark Power's shares will be delisted from the TSX, and the company will cease to be a reporting issuer under Canadian securities laws.

Merger & Acquisition
Energy
$ 140,000,000
Closed
05 December 2023