MONTREAL, QUEBEC--(Marketwired - Oct. 24, 2013) - ProSep Inc. (TSX:PRP) ("ProSep" or the "Company") and Produced Water Absorbents, Inc. ("PWA") announced today that they have entered into an Asset Purchase Agreement ("APA"), pursuant to which PWA will acquire substantially all of the assets of ProSep, including all of the outstanding shares of the Company's subsidiaries, for an aggregate consideration of $9,200,000 (the "Sale Transaction").
The Sale Transaction is expected to be implemented through a Court-supervised process. To that end, ProSep intends to apply for an Order from the Superior Court of the Province of Quebec (Commercial Division) (the "Court") to initiate proceedings under the Companies' Creditors Arrangement Act (Canada) ("CCAA"). The completion of the Sale Transaction will be subject to obtaining approval of the sale and a vesting order from the Court. The Sale Transaction is expected to close within 10 business days following the receipt of the approval and vesting order from the Court.
This process will not affect the Company's day-to-day operations. ProSep's subsidiaries will not be subject to the CCAA proceedings. ProSep's subsidiaries has access to the funding necessary to maintain operations and the business will continue without disruption during this period. ProSep's subsidiaries will continue to fulfill their obligations to their customers and suppliers.
Stikeman Elliott LLP is legal counsel to ProSep. McCarthy Tétrault LLP is acting as legal counsel for PWA.
ProSep is a technology-focused process solutions provider to the upstream oil and gas industry. ProSep designs, develops, manufactures and commercializes technologies to separate oil, water and gas generated by oil and gas production. For more information, please visit www.prosep.com.
Produced Water Absorbents, Inc. (PWA) is a technology company which provides waste treatment solutions and services to the oil and gas industry. It was founded in 2011 when venture capital funding was secured from Energy Ventures of Norway and Harris and Harris Group, Inc. from the USA. The foundation of the offering is a patented, regenerable and game-changing technology called Osorb® Media. Osorb absorbs free, dispersed and soluble hydrocarbons from produced water and other waste water streams to meet or exceed environmental discharge requirements. Osorb also removes C4 and heavier hydrocarbons from gas streams to improve the value of sales gas (hydrocarbon dew point reduction), improve burner efficiency (including flares), and to control other environmental gaseous emissions. For more information, please visit www.pwasystems.com.
Caution concerning forward-looking statements
For cautionary statement concerning forward-looking statements, please refer to press release available on the Company's website www.prosep.com and www.sedar.com