CALGARY, AB--(Marketwired - September 14, 2016) -
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Canexus Corporation (TSX: CUS) (the "Corporation" or "Canexus") today confirmed its intention to offer $75,000,000 of Senior Unsecured Notes (the "Notes Offering") solely in Canada by way of private placement. The Corporation also confirmed it is aware of the announcement by Chemtrade Logistics Income Fund ("Chemtrade") that it has made a non-binding proposal to acquire Canexus for $1.45 per common share in cash.
Canexus cautions that no formal or binding offer has been presented to Canexus or its shareholders, and there can be no certainty that a formal offer will be made or that a transaction will take place.
Consistent with its fiduciary duties, the Canexus board of directors, upon receipt of Chemtrade's non-binding and conditional proposal on September 6, 2016, carefully considered the financial needs of the Corporation, the alternatives available to the Corporation and the reasonable expectations of all stakeholders, including shareholders and holders of convertible debentures. Canexus has held extensive discussions with Chemtrade about potential transactions, including in recent weeks. After consideration of these discussions, as well as the advice of its financial and legal advisors, the board of directors determined that Chemtrade's proposal would not be in the best interest of the Corporation and its shareholders, and that the planned Notes Offering is in the best interest of the Corporation and its shareholders.
In reaching its conclusions, the board of directors considered the cost of the planned financing and covenants contained in the Notes Offering and the benefits of having longer-term borrowing and enhanced liquidity. The board does not believe that the financing would materially interfere with any potential value maximizing transaction.
"The successful completion of the planned financing, which has been in the works for several months, will allow us to repay the $75 million term loan maturing in May 2017. This will further enhance the Corporation's financial flexibility, strengthen our balance sheet and allow us to execute our strategy from a position of strength," said Hugh Fergusson, Chair of the board of directors of Canexus. "Following Chemtrade's announcement earlier today, we have received expressions of support for our strategy from significant shareholders of the Corporation."
Canexus does not intend to comment further on market speculation or disclose any developments unless and until it otherwise deems further disclosure is appropriate or required.
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 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.
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: the intention to offer the Notes pursuant to the Offering, the use of proceeds from the Note Offering, the impact of the Note Offering on any potential value maximizing transaction, the future financial flexibility of the Corporation, the ability to enhance earnings and reduce debt and the enhancement of shareholder value. 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 for those for which it is disclosed herein.