SOURCE: Canexus Corporation

Canexus Corporation

November 19, 2015 19:30 ET

Canexus Mails and Files Meeting Materials for Upcoming Special Meeting of Shareholders

CALGARY, AB--(Marketwired - November 19, 2015) - Canexus Corporation (TSX: CUS) (the "Corporation" or "Canexus") today announces the SEDAR filing and mailing of the Management Information Circular and Proxy Statement dated November 12, 2015 (the "Circular") in respect of the December 11, 2015 Special Meeting of Shareholders to approve the acquisition of all of the issued and outstanding shares of the Corporation by Superior Plus Corp. (the "Transaction"). As Canexus announced by press release on October 6, 2015, this is a transaction recommended by the Canexus' Board of Directors, whereby, pursuant to a Plan of Arrangement (the "Arrangement"), Superior Plus Corp. ("Superior") will acquire each outstanding Canexus common share for 0.153 of a common share in the capital of Superior.

As at the date of announcement of the Transaction and based on the 20-day volume weighted-average-price ("VWAP") of Superior shares on the TSX prior to the date of the announcement, the Transaction consideration was valued at $1.70 per Canexus common share, which represented a premium of 36.5% based on the 20-day VWAP of the Superior shares and the Canexus shares on the Toronto Stock Exchange ("TSX") and a premium of 47.6% based on the closing prices of the Superior shares and the Canexus shares on the TSX on October 5, 2015. As at November 18, 2015, the consideration offered under the Arrangement Agreement represents a premium of 26.8% based on the 20-day VWAP of the Superior shares and the Canexus shares on the TSX and a premium of 31.8% based on the closing prices of the Superior shares and the Canexus shares on the TSX.

Transaction Overview

As more fully detailed in the Circular, Canexus engaged in an exhaustive review of strategic alternatives which culminated in the Arrangement. The Board of Directors of Canexus believes this Transaction offers Canexus shareholders the greatest opportunity to recognize the long-term value inherent in Canexus' assets through a better capitalized combined company, with improved economies of scale, cost synergies and a stronger balance sheet. By combining the assets and expertise of two well managed organizations, Canexus shareholders will have the opportunity to participate in a larger combined entity that is more efficient and productive. A combined organization will reduce costs by realizing significant synergies through increased scale, reduced overhead and greater efficiencies. The combined entity will also have greater operational flexibility and a stronger balance sheet to provide improved optionality for future growth. Finally, Canexus shareholders will gain exposure to earnings and cash flow diversification through Superior's Energy Services and Construction Products Distribution segments and receive a monthly dividend that is larger, on a relative basis, than the dividend currently received from Canexus.

The Transaction is subject to regulatory approval in Canada and the United States. Those processes are currently underway and are proceeding in line with the Corporation's expectations. This transaction is compelling as it is motivated by a need to reduce costs and a shared desire by Superior and Canexus to strengthen the combined business to better serve customers and adapt to the evolving nature of the industry. Both parties are confident that regulatory approval for the transaction will be obtained.

Special Meeting of Shareholders

Canexus shareholders as of the record date of November 10, 2015, will receive proxy voting materials in advance of the Meeting (as defined herein) to vote by proxy or in person at a Special Meeting of Canexus shareholders (the "Meeting") to be held December 11, 2015 at 9:00 a.m. (MDT) at the Sun Life Plaza Conference Centre in Calgary, Alberta (140-4 Ave SW, +15 Level).

The Meeting materials include the Circular that contains, among other things, details concerning the Arrangement, the reasons for and benefits of the Arrangement, the risks associated with the Arrangement, the requirements for the Arrangement to become effective, the procedure for receiving consideration for common shares, voting at the Meeting and other related matters. Shareholders are urged to carefully review the Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders. Assuming a successful shareholder vote, regulatory approval is obtained and other conditions required under the Arrangement are met, closing is expected to occur in the first half of 2016.

Shareholder Questions

Canexus has engaged Laurel Hill Advisory Group as its proxy solicitor in connection with the Arrangement and asks that you contact Laurel Hill if you have any questions or require assistance with voting. Laurel Hill can be reached by email at assistance@laurelhill.com or by telephone at 1-877-452-7184 (416-304-0211 collect).

The Board of Directors UNANIMOUSLY recommends that Shareholders vote FOR the Arrangement.

About Canexus

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 targets opportunities to maximize shareholder returns and delivers high-quality products to its customers and is committed to Responsible Care® through safe operating practices. Canexus common shares (CUS) and debentures (Series III - CUS.DB.A; Series IV - CUS.DB.B; Series V - CUS.DB.C; Series VI - CUS.DB.D) trade on the Toronto Stock Exchange. More information about Canexus is available at www.canexus.ca.

Copies of the Meeting materials and certain related documents are available on SEDAR at

www.sedar.com and on the Corporation's website.

Forward Looking Statements

This news release contains forward-looking statements and information relating to expected future events and financial and operating results of the Corporation and its subsidiaries, including with respect to: expectations for efficiencies as a result of the transaction, including reduced costs and enhanced synergies; expectations for operational flexibility, balance sheet strengthening and the potential for future growth by expansion; expectations regarding the timing of the mailing of the circular for and conduct of the Meeting. The use of the words "expects", "anticipates", "continue", "estimates", "projects", "should", "believe", "plans", "intends", "may", "will" or similar expressions are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements for a variety of reasons, 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. Management believes the expectations reflected in these forward-looking statements are currently reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Due to the potential impact of these factors, the Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. Any financial outlook information contained in this news release about prospective results of operations, financial position or cash flows 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 news release should not be used for purposes other than those for which it is disclosed herein.

Contact Information

  • For more information, please visit www.canexus.com or contact:

    Dean R. Beacon
    Senior Vice President, Finance and CFO
    Canexus Corporation
    (403) 571-7300

    Robin Greschner, MBA
    Manager Investor Relations
    Canexus Corporation
    (403) 571-7356

    OR

    Laurel Hill Advisory Group
    1-877-452-7184
    assistance@laurelhill.com