Parties
Company
Macro Enterprises Inc.
Company
1325996 B.C. Ltd.
On February 14, 2022, Macro Enterprises Inc. (TSXV: MCR) entered into an arrangement agreement with 1325996 B.C. Ltd. ("AcquireCo"), an entity controlled by Macro’s President and CEO, Frank Miles, alongside CFO Jeff Redmond and VP of Pipelines Kenneth Mastre. Under the plan of arrangement, AcquireCo acquired all outstanding Macro shares at C$4.00 per share, reflecting a 46% premium to the 20-day volume-weighted average price. The transaction valued Macro at approximately C$136 million, excluding assumed debt.
Upon completion, Macro became a wholly-owned subsidiary of AcquireCo. The acquisition was financed through secured credit facilities arranged by HSBC Bank Canada, acting as sole lead arranger, bookrunner, and administrative agent.
A special committee of independent directors, advised by Burnet, Duckworth & Palmer LLP, evaluated the transaction and engaged Deloitte LLP to conduct a formal valuation. CIBC Capital Markets provided fairness opinions affirming the financial fairness of the deal to minority shareholders.
Legal advisors included Norton Rose Fulbright Canada LLP for Macro, while Fasken Martineau DuMoulin LLP represented AcquireCo. Cormark Securities Inc. acted as AcquireCo’s financial advisor.
The transaction required approval from shareholders, courts, and the TSX Venture Exchange. The Macro Board unanimously recommended the transaction, with closing expected in April 2022.
Deal Type
Merger & AcquisitionIndustry
EnergyTransaction
$ 123,000,000Deal Status
ClosedClosing Date
20 April 2022