NAPEC Inc.
TSX : NPC

NAPEC Inc.

January 23, 2018 18:25 ET

Leading Independent Proxy Advisor Glass Lewis Recommends NAPEC Shareholders and Warrantholders Vote FOR the Arrangement Resolution

DRUMMONDVILLE, QUÉBEC--(Marketwired - Jan. 23, 2018) - NAPEC Inc. ("NAPEC" or the "Company") (TSX:NPC) is pleased to announce that Glass, Lewis & Co., LLC ("Glass Lewis"), a leading independent proxy advisory firm, has recommended that shareholders and warrantholders of NAPEC vote FOR the arrangement (the "Arrangement") pursuant to which funds managed by Oaktree Capital Management L.P. ("Oaktree") will acquire all of the issued and outstanding common shares of NAPEC for $1.95 in cash per share (the "Consideration") at the special meeting of shareholders and warrantholders of NAPEC to be held on February 5, 2018. As previously announced on January 18, 2018, Institutional Shareholder Services Inc. ("ISS"), another leading independent proxy advisory firm, has also recommended that shareholders and warrantholders vote FOR the Arrangement.

NAPEC's board of directors (the "Board"), after having received two opinions as to the fairness, from a financial point of view, of the Consideration to be received by the shareholders pursuant to the Arrangement, and after having received the unanimous recommendation of the special committee of the Board, has unanimously recommended that NAPEC's shareholders and warrantholders vote FOR the Arrangement.

Pierre L. Gauthier, NAPEC's President and Chief Executive Officer welcomed yet another strong endorsement for the Arrangement after ISS released their positive recommendation last week and said: "We appreciate that Glass Lewis along with ISS has acknowledged the benefits of the Arrangement with Oaktree and has recommended shareholders and warrantholders to vote in favour of the transaction."

In addition to the Arrangement making strategic sense, Glass Lewis recommended that NAPEC shareholders and warrantholders vote FOR the Arrangement as it noted in its report that "in consideration of the opportunities and risks associated with the Company's standalone plan, as well as the time- and risk-adjusted value that could reasonably be expected to accrue to shareholders in absence of a transaction, when compared to the relatively low-risk, all-cash offer at an attractive premium to unaffected trading prices, we also see a reasonable basis to conclude that the acquisition is in the best interests of shareholders."

In connection with the Arrangement, Oaktree's offer represents:

  • Consideration of $1.95 in cash per share representing a premium of 35.4% to the closing price on December 1, 2017, the last trading day prior to the date of the announcement of the Arrangement, and a premium of 43.9% to the 20‐day volume weighted average price on the TSX up to and including December 1, 2017.

  • A total transaction value of approximately $320 million, including the assumption of indebtedness.

  • The opportunity to benefit from Oaktree's Power Opportunities strategy, which is to partner with management teams of leading companies that provide equipment, services and/or software used in the generation, transmission, distribution, and consumption of electricity, natural gas and other utility resources.

  • Oaktree intends to leverage the expertise of the management team led by Pierre L. Gauthier, President and Chief Executive Officer, and intends on maintaining its head office in the Province of Quebec post‐closing.

Shareholders and warrantholders of NAPEC are encouraged to read the management information circular dated December 20, 2017, a copy of which is available under the Company's profile on the SEDAR website (www.sedar.com).

How To Vote

NAPEC Shareholders and Warrantholders: be sure to vote your proxy before Thursday, February 1, 2018 at 5 p.m. (Eastern time). For more information and assistance in voting your proxy, please contact:

Kingsdale Advisors

Toll-free: 1-855-682-4840 (within North America)

Collect: 416-867-2272 (outside of North America)

Email: contactus@kingsdaleadvisors.com

NAPEC will hold its special meeting of shareholders and warrantholders at the Hotel Omni Mont-Royal, 1050 Sherbrooke Street West, Montreal, Quebec, H3A 2R6. The special meeting will begin at 11:00 a.m. (Eastern Time) on Monday, February 5, 2018.

Overview of the Company

NAPEC is a company operating in the energy sector. The Company is a leading provider of construction and maintenance services to the public utility and heavy industrial markets, mainly in Quebec, Ontario and the eastern United States. NAPEC and its subsidiaries build and maintain utility electrical and natural gas transmission and distribution systems and related energy infrastructure. The Company also installs gas‐powered and electric‐powered heavy equipment for utilities, gas‐fired industrial power plants and petrochemical facilities in North America. The Company also offers environmental construction and road matting services. Additional information on NAPEC can be found in the SEDAR database (www.sedar.com) and on the Company's website, at www.napec.ca.

About Oaktree

Oaktree is a leader among global investment managers specializing in alternative investments, with US$100 billion in assets under management as of September 30, 2017. The firm emphasizes an opportunistic, value‐oriented and risk‐controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Since its inception in 1995, Oaktree's Power Opportunities strategy has focused exclusively on providing capital to leading companies that provide equipment, services, software and infrastructure used in the electric power and natural gas industries. Headquartered in Los Angeles, Oaktree has over 900 employees and offices in 18 cities worldwide. For additional information, please visit Oaktree's website at www.oaktreecapital.com.

Kingsdale Advisors

If you have any questions, please contact Kingsdale Advisors at 1-855-682-4840 toll-free in North America, or 416-867-2272 outside North America or by email at contactus@kingsdaleadvisors.com.

About Glass, Lewis & Co., LLC

Glass Lewis is the leading independent provider of global governance services, helping institutional investors understand and connect with the companies they invest in. Glass Lewis empowers more than 1,200 institutional investors to make sound voting decisions at more than 20,000 meetings a year by uncovering and assessing governance, business, legal, political and accounting risks at issuers domiciled in 100 countries.

Statement on Forward-Looking Information

This press release may contain forward‐looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including statements regarding the prospects of the industry and prospects, plans, financial position and business strategy of NAPEC, may constitute forward‐looking statements within the meaning of Canadian securities legislation and regulations. Forward‐looking statements generally can be identified by the use of forward‐looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "plan", "foresee", "believe" or "continue", the negatives of these terms, variations of them and similar expressions. More particularly and without restriction, this press release contains forward‐looking statements and information regarding: statements and implications about the anticipated benefits of the proposed transaction for NAPEC, its employees, business partners, shareholders and other stakeholders, including future financial and operating results, plans, objectives, expectations and intentions of Oaktree or NAPEC; and the anticipated timing of the special meeting of shareholders and warrantholders of NAPEC and of the completion of the proposed transaction. In respect of the forward‐looking statements and information concerning the anticipated benefits and timing of the completion of the proposed transaction, NAPEC has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder and warrantholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the transaction; and other expectations and assumptions concerning the proposed transaction.
The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary regulatory, court and shareholder and warrantholder approvals, the necessity to extend the time limits for satisfying the other conditions to the completion of the proposed transaction or the ability of the Board of Directors to consider and approve, subject to compliance by the Company of its obligations in this respect under the Arrangement, a superior proposal for the Company. Although NAPEC believes that the expectations reflected in these forward‐looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release.
Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward‐looking statements. Risks and uncertainties inherent in the nature of the proposed transaction include, without limitation, the failure of the parties to obtain the necessary shareholder and warrantholder, regulatory and court approvals or to otherwise satisfy the conditions to the completion of the transaction; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board of Directors to consider and approve, subject to compliance by the Company of its obligations in this respect under the Arrangement, a superior proposal for the Company; the failure to realize the expected benefits of the transaction; and general economic conditions. Failure to obtain the necessary shareholder and warrantholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and NAPEC continues as an independent entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure of NAPEC to comply with the terms of the Arrangement may, in certain circumstances, result in it being required to pay a fee to Oaktree, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Consequently, the reader is cautioned not to place undue reliance on the forward‐looking statements and information contained in this press release. The forward‐looking statements in this document reflect the Company's expectations on the date hereof and are subject to change after that date. The Company expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

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