CALGARY, ALBERTA--(Marketwired - Jan. 16, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Canexus Corporation ("Canexus", or the "Corporation") (TSX:CUS) has announced today that it has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc., CIBC World Markets Inc., Scotia Capital Inc. and BMO Nesbitt Burns Inc. under which the underwriters have agreed to buy on a bought deal basis 17,860,000 common shares (the "Common Shares") at a price of $5.60 per Common Share (the "Offering Price") for gross proceeds of $100,016,000 (the "Offering"). Canexus has granted the Underwriters an option, exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The Offering is expected to close on or about February 5, 2014 and is subject to Canexus receiving all necessary regulatory approvals.
The net proceeds of the Offering will be used to fund the remaining planned capital expenditures at the Corporation's North American Terminal Operations in Bruderheim, Alberta and for general corporate purposes.
"The market fundamentals for oil-by-rail movements remain sound and we believe that our state-of-the- art facility at Bruderheim is well-positioned to deliver consistent, long-term value to shareholders, on a site that has additional attractive future development opportunities" said Mr. Gary Kubera, President and CEO. "As previously reported, operating cash flow from unit train operations, assuming 10 to 11 unit trains per week, could exceed $50 million annually and Canexus expects to be at this level of activity for the fourth quarter of 2014. With the delay in completion and commissioning of the initial phase of the unit train facility from the third quarter to mid-December 2013, and a winter start-up, we believe it prudent to be conservative in estimating the operating cash flow to be generated from the NATO business unit in 2014. The financial contribution of NATO in 2014 will depend upon the timing of ramp-up as the facility becomes fully operational, expected mid-year. Commissioning and ramp-up of the initial phase continues and we anticipate loading 14 unit trains or about 30,000 barrels per day in the month of February."
"Operating cash flow for the fourth quarter of 2013 is expected to be approximately $25 million and will be formally reported on March 13, 2014 when Canexus reports its financial results for the fourth quarter and year ended December 31, 2013. Severe winter weather conditions in late December resulted in transportation delays of product deliveries into January reducing fourth quarter results, but the benefit will be reflected in January 2014. Market conditions for our chlor-alkali business remain challenging and these conditions seem likely to persist into 2014. Caustic soda prices improved about 4% commencing in January. Canexus' North American sodium chlorate and Brazil businesses continue to perform to expectations. Our cash payout ratio for 2013 is above 100% and this is likely to continue until the fourth quarter of 2014 at which time unit train operations are expected to be at planned activity levels, returning our payout ratio to sustainable levels. Based on this outlook we remain committed to maintaining our dividend," he added.
The Common Shares will be offered by way of a short form prospectus in all of the provinces of Canada, except Quebec and may also be offered by way of private placement in the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Canexus produces sodium chlorate and chlor-alkali products largely for the pulp and paper and water treatment industries. Our four plants in Canada and two at one site in Brazil are reliable, low-cost, strategically located facilities that capitalize on competitive electricity costs and transportation infrastructure to minimize production and delivery costs. Canexus also provides fee-for-service hydrocarbon transloading services to the oil and gas industry from its terminal at Bruderheim, Alberta. Canexus targets opportunities to maximize shareholder returns and delivers high-quality products to its customers. Canexus' common shares (CUS) and debentures (Series III - CUS.DB.A; Series IV - CUS.DB.B; Series V - CUS.DB.C) trade on the Toronto Stock Exchange. More information about Canexus is available at www.canexus.ca.
Operating cash flow, cash payout ratio and payout ratio are non-GAAP financial measures, but management believes they are useful in measuring the Corporation's performance. Readers are cautioned that non-GAAP financial measures should not be construed as alternatives to net income or loss or other comparable measures determined in accordance with International Financial Reporting Standards representing generally acceptable accounting principles for publicly accountable enterprises in Canada ("GAAP") as an indicator of the Corporation's performance or as a measure of the Corporation's liquidity and cash flow. The Corporation's method of calculating non-GAAP measures may differ from the methods used by other issuers and accordingly, the Corporation's non-GAAP measures are unlikely to be comparable to similarly titled measures used by other issuers. Readers should consult the Corporation's 2012 MD&A filed on SEDAR for a complete explanation of how the Corporation calculates its non-GAAP measures.
Forward Looking Statements
This press release contains forwarding looking statements. More particularly, this press release contains statements concerning the closing of the Offering and the anticipated use of the net proceeds of the Offering, timing for completion of the Bruderheim terminal and the ramp-up of activities at the Bruderheim terminal, its anticipated ability to deliver consistent, long-term value and its potential contribution to operating cash flow and the timing thereof, the expected number of unit trains and the volume of oil anticipated to be loaded for the month of February, operating cash flow for the fourth quarter of 2013, the impact of transportation delays in product deliveries on January 2014 results, market conditions for chlor-alkali, expectations for the Corporation's cash payout ratio, payout ratio and anticipated dividends. By their nature, forward looking statements involve a variety of assumptions, known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements including market and general economic conditions, future costs, treatment under governmental regulatory, tax and environmental regimes and the other risks and uncertainties detailed under "Risk Factors" in the Corporation's Annual Information Form filed on the Corporation's SEDAR profile at www.sedar.com. Although Canexus believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Canexus can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties.
The closing of the Offering could be delayed if Canexus is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Offering might change if the Board of Directors of Canexus determines that it would be in the best interests of the Corporation to deploy the proceeds for some other purpose.
Financial outlook information contained in this press release about prospective results of operations, financial position, cash flows or payout ratios is based on assumptions about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant information currently available. Readers are cautioned that such financial outlook information contained in this press release should not be used for purposes other than for which it is disclosed herein.
The forward looking statements contained in this press release are made as of the date hereof and Canexus undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.