Superior Plus Corp.
TSX : SPB

Superior Plus Corp.

June 20, 2016 07:45 ET

Superior Plus Announces Update on Discussions with Federal Trade Commission and Canexus

TORONTO, ONTARIO--(Marketwired - June 20, 2016) - Superior Plus Corp. (TSX:SPB) ("Superior") today gave an update on the status of its discussions with the Federal Trade Commission ("FTC") in relation to the acquisition (the "Transaction") of the Canexus Corporation ("Canexus").

While the waiting periods under the Competition Act and HSR Act have expired, Superior has not reached agreement with the Federal Trade Commission (the "FTC") on a divestiture package which would address concerns raised by FTC staff and allow the Transaction to close. In order to address such concerns, Superior proposed various remedy packages, including divesting up to an aggregate of 215,000 metric tonnes of sodium chlorate production capacity representing approximately $42 million in annual operating EBITDA and effectively reducing Superior's pro forma market share of U.S. sodium chlorate sales to approximately 35%. Given the extent of the proposed remedies, the anticipated economic benefits of the Transaction, if it did proceed, would be reduced; however, the Transaction would still be accretive to Superior after the realization of expected synergies.

Since the waiting period under the applicable U.S. legislation has expired and the FTC has not accepted the divestiture proposals made, Superior expects that the FTC may commence litigation as early as June 24, 2016 to enjoin the Transaction. However, Superior continues to make submissions in support of a negotiated resolution.

In anticipation of litigation, Superior was prepared to continue efforts to complete the Transaction on the existing terms and requested that Canexus extend the Outside Date under the Arrangement Agreement entered into by Superior and Canexus in order to provide sufficient time for the parties to respond to any legal proceedings commenced by the FTC and to resolve the matter by litigating in the U.S. based on the strength of the remedies proposed. Superior is confident that it has a strong case and remains prepared to present a vigorous defense to any challenge to the Transaction by the FTC. As of the date hereof, the parties have not agreed to extend the Outside Date but extension discussions are ongoing. If the Outside Date has not been extended on or before June 29, 2016 (assuming the Transaction has not closed by such time), either party will be entitled to terminate the Arrangement Agreement.

Further information about the Arrangement is set out in Superior's management proxy circular dated February 26, 2016, which is available under Superior's profile on www.sedar.com.

About the Corporation

Superior consists of three primary operating businesses: Energy Distribution includes the distribution of propane and distillates, and supply portfolio management; Specialty Chemicals includes the manufacture and sale of specialty chemicals; and Construction Products Distribution includes the distribution of specialty construction products.

For further information about Superior, please visit our website at: www.superiorplus.com.

Forward-Looking Information

This press release may contain forward-looking statements. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Forward-looking statements are not facts, but only predications and can generally be identified by the use of statements that include phrases such as "anticipate", "believe", "continue", "could", "estimate", "foresee", "expect", "plan", "intend", "forecast", "future", "guidance", "may", "predict", "project", "should", "strategy", "target", "will" or similar expressions suggesting future outcomes. Forward-looking information in this Press Release includes but is not limited to, the occurrence and timing of anticipated U.S. anti-trust litigation, the strength of Superior's case and the closing of the Transaction. Superior believes the expectations reflected in such forward-looking information are 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.

Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties some of which are described herein. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause Superior's actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. These risks and uncertainties include but are not limited to the uncertainty and number of variables inherent in any complex litigation and the closing of any complex transaction and the other risks identified in the Corporation's 2015 Annual Information Form under the heading "Risk Factors", which is available on the SEDAR website (www.sedar.com). Any forward-looking information is made as of the date hereof and, except as required by law, Superior does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.

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