Chemtrade Electrochem Inc. (Formerly Canexus Corporation) and Chemtrade Logistics Income Fund Announce Change of Control Offers to Purchase Outstanding Debentures and Notes of Chemtrade Electrochem Inc. and Provision of Notice of Redemption for its 5.75% Debentures
Not for distribution to U.S. news wire services or dissemination in the United States.
- 5.75% Convertible Unsecured Subordinated Series IV Debentures due December 31, 2018 (the “5.75% Debentures”)
- 6.00% Convertible Unsecured Subordinated Series V Debentures due December 31, 2020 (the “6.00% Debentures”)
- 6.50% Convertible Unsecured Subordinated Series VI Debentures due December 31, 2021 (the “6.50% Debentures”)
- 7.875% Senior Unsecured Notes due 2023 (the “Notes”)
Calgary, Alberta, April 7, 2017 – Chemtrade Electrochem Inc. (formerly Canexus Corporation) (“Chemtrade Electrochem”) and Chemtrade Logistics Income Fund (TSX: CHE.UN) (“Chemtrade”) announced today that following completion of the acquisition of Canexus Corporation by 1993754 Alberta Ltd., an indirect, wholly-owned subsidiary of Chemtrade on March 10, 2017 by way of a court-approved plan of arrangement, Chemtrade Electrochem has commenced offers to purchase all of the outstanding 5.75% Debentures, 6.00% Debentures and 6.50% Debentures (collectively, the “Debentures”) and Notes of Chemtrade Electrochem at a price equal to:
- in the case of the 5.75% Debentures, 101% of the principal amount thereof;
- in the case of the 6.00% Debentures, 100% of the principal amount thereof;
- in the case of the 6.50% Debentures, 100% of the principal amount thereof; and
- in the case of the Notes, 101% of the aggregate principal amount thereof,
plus, in each case, accrued and unpaid interest, if any, on such Debentures and Notes up to, but excluding, the date of acquisition of such Debentures and Notes, being May 10, 2017 (the “Change of Control Offers”).
The Change of Control Offers are open for acceptance until 5:00 p.m. (Calgary time) on May 8, 2017.
If Chemtrade Electrochem is unable to acquire all of the Debentures and Notes pursuant to the Change of Control Offers and related redemption rights, the unacquired Debentures and Notes will remain outstanding.
For so long as there is more than a de minimis number of holders of Debentures or Notes, Chemtrade Electrochem intends to remain a “debt-only” reporting issuer under applicable securities laws. Chemtrade Electrochem intends to apply to have the Debentures delisted from the Toronto Stock Exchange.
In addition to the Change of Control Offers, Chemtrade Electrochem is also providing notice that, in the event the Change of Control Offer is not accepted with respect to any or all of the 5.75% Debentures, Chemtrade Electrochem intends to redeem any 5.75% Debentures outstanding following completion of the Change of Control Offers (and any related redemption), which redemption will be effective on May 15, 2017.
About Chemtrade Electrochem
Chemtrade Electrochem 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 statements within the meaning of certain securities laws, including the Securities Act (Alberta) and the Securities Act (Ontario). Forward-looking statements 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. Forward-looking statements in this news release describe the expectations of Chemtrade Electrochem and Chemtrade as of the date hereof relating to the making of the Change of Control Offers and redemption of the 5.75% Debentures and the delisting of the Debentures from the facilities of the Toronto Stock Exchange. 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 the risks and uncertainties detailed under the “RISK FACTORS” section of Chemtrade Electrochem’s latest Annual Information Form.
Although Chemtrade Electrochem and Chemtrade believe 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. With respect to the forward-looking statements contained in this news release, Chemtrade Electrochem and Chemtrade have made assumptions regarding the timing and completion of the Change of Control Offers, redemption of the 5.75% Debentures and the delisting of the Debentures from the Toronto Stock Exchange.
Except as required by law, Chemtrade Electrochem and Chemtrade do 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 statements contained herein are expressly qualified in their entirety by this cautionary statement.
Further information can be found in the disclosure documents filed by Chemtrade Electrochem 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