Chemtrade Announces Formation of Soliciting Dealer Group for its Offer to Purchase Chemtrade Electrochem Inc. (formerly Canexus Corporation) Convertible Debentures in Exchange for new Chemtrade Convertible Debentures
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TORONTO, Ontario, August 14, 2017 – Chemtrade Logistics Income Fund (TSX:CHE.UN) (“Chemtrade” or the “Fund”) announced today that it is forming a soliciting dealer group and has engaged BMO Nesbitt Burns Inc. (“BMO Capital Markets”) to act as dealer manager, to solicit acceptances in favour of its previously announced offers to purchase (i) all of the outstanding 6.00% Convertible Unsecured Subordinated Series V Debentures due December 31, 2020 of Chemtrade Electrochem Inc. (formerly Canexus Corporation) (the “CEI Series V Debentures”) (such offer, the “Series V Offer”), and (ii) all of the outstanding 6.50% Convertible Unsecured Subordinated Series VI Debentures due December 31, 2021 of Chemtrade Electrochem Inc. (the “CEI Series VI Debentures” and together with the CEI Series V Debentures, the “CEI Debentures”) (such offer, the “Series VI Offer” and together with the Series V Offer, the “Offers”).
BMO Capital Markets has undertaken to form and manage a soliciting dealer group comprised of members of the Investment Industry Regulatory Organization of Canada and the Toronto Stock Exchange for the purpose of soliciting acceptances of the Offers from holders of CEI Debentures in Canada.
The Fund has agreed to pay to each soliciting dealer (i) a solicitation fee of $5.00 per CEI Series V Debenture (with a principal amount of $1,000) beneficially held by a retail holder deposited through such soliciting dealer and acquired by the Fund pursuant to the Series V Offer, and (ii) a solicitation fee of $5.00 per CEI Series VI Debenture (with a principal amount of $1,000) beneficially held by a retail holder deposited through such soliciting dealer and acquired by the Fund pursuant to the Series VI Offer. The fees payable to a soliciting dealer are subject to the following: (a) the fee in respect of any single beneficial owner of CEI Debentures shall not be more than $1,500 per broker or dealer who had deposited CEI Debentures on behalf of such holder to accept the Series V Offer or the Series VI Offer, as the case may be; and (b) fees shall only be paid in respect of any one beneficial holder where the number of CEI Debentures (with a principal amount of $1,000 each) so deposited is greater than or equal to 10 (to an aggregate principal amount of $10,000). Fees will only be payable by the Fund if CEI Debentures are taken up and paid for under the applicable Offer.
Each of the Series V Offer and the Series VI Offer is open for acceptance until 5:00 p.m. (Eastern Time) on August 23, 2017, unless such offer is further extended, varied or withdrawn by the Fund.Debentureholders that wish to accept the Series V Offer or Series VI Offer should contact their dealer, broker or other intermediary for assistance in order to take the necessary steps to be able to deposit the CEI Series V Debentures and/or CEI Series VI Debentures, as the case may be, under the Offers.
Debentureholders are encouraged to review the full terms and conditions of the Offers, which are described in detail in the offer to purchase and circular of the Fund (the “Offer to Purchase”) and a related letter of transmittal dated July 14, 2017, each as amended by the notice of variation and extension of the Fund dated August 11, 2017, which are available on SEDAR at www.sedar.com under Chemtrade Electrochem Inc.’s profile. The Offers each remain subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including that a minimum of at least 25% of the principal amount of each respective series of CEI Debentures are validly tendered to its corresponding Offer and not withdrawn.
For assistance in tendering CEI Debentures to the Offers, Debentureholders should contact the information agent, D.F. King Canada, by telephone at 1-800-301-3998 (Canada Toll Free Number) or by e-mail at firstname.lastname@example.org.
About Chemtrade Electrochem
Chemtrade Electrochem Inc. is an indirect wholly-owned subsidiary of Chemtrade that produces sodium chlorate and chlor-alkali products largely for the pulp and paper and water treatment industries.
Chemtrade operates a diversified business providing industrial chemicals and services to customers in North America and around the world. Chemtrade is one of North America’s largest suppliers of sulphuric acid, spent acid processing services, inorganic coagulants for water treatment, sodium chlorate, sodium nitrite, sodium hydrosulphite and phosphorus pentasulphide. Chemtrade is a leading regional supplier of sulphur, chlor-alkali products, liquid sulphur dioxide, potassium chloride, and zinc oxide. Additionally, Chemtrade provides industrial services such as processing by-products and waste streams.
Caution Regarding Forward-Looking Statements
Certain statements contained in this news release constitute forward-looking information within the meaning of certain securities laws, including the Securities Act(Ontario). Forward-looking information can be generally identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions. Specifically, forward-looking information in this news release includes statements relating to the results, effects and timing of the Offers. Forward-looking information in this news release describe the expectations of the Fund and its subsidiaries as of the date hereof. These statements are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements for a variety of reasons, including without limitation: that the conditions of the Series V Offer or Series VI Offer may not be satisfied or, where permitted by the Series V Offer or Series VI Offer, as the case may be, waived by the Fund at the applicable expiry time; risks related to the realization of any possible benefits of the Offers; as well as the risks and uncertainties detailed under “Risk Factors” section of the Offer to Purchase and in the “Risk Factors” section of the Fund Annual Information Form. Although the Fund believes the expectations reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking statements, and they should not be unduly relied upon.
Except as required by law, the Fund does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or for any other reason. The forward-looking information contained herein are expressly qualified in their entirety by this cautionary statement.
Further information can be found in the disclosure documents filed by the Fund with the securities regulatory authorities, available at www.sedar.com.
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For further information:
President & CEO
Tel: (416) 496-4176
Vice President, Finance & CFO
Tel: (416) 496-4177
D.F. King Canada
1-800-301-3998 (North American Toll Free Number)