CPE News (6/12/2018) – Spark Power Corp., a leading independent electrical power services and solutions company, has entered into a going public transaction with Canaccord Genuity Acquisition Corp. (CGAC) (TSX: CGAC.UN, CGAC.WT), a special purpose acquisition corporation (SPAC) or a blank check company.
The proposed reverse take-over (RTO) transaction will constitute as Canaccord Genuity Acquisition Corp.’s qualifying transaction.
CGAC and its sponsor, CG Investments Inc., have entered into a merger agreement with Spark Power and its shareholders, pursuant to which CGAC intends to merge with Spark Power through the purchase of certain shares of Spark Power for cash and a note, and the exchange of all remaining shares of Spark Power, on a fully‐diluted basis, for common shares of CGAC.
Following the closing of the transaction, CGAC intends to rename itself Spark Power Corp., and it has reserved the symbols “SPG” and “SPG.WT” for its common shares and warrants.
Spark Power will continue to be led by co-founders and co-CEOs, Jason Sparaga and Andrew Clark, and its current management team including co-founder & Chief Investment Officer, Eric Waxman.
Oakville, Ontario based Spark Power services more than 4,500 industrial, commercial, institutional, renewable and agricultural customers, as well as utility markets including municipalities, universities, schools and hospitals across North America.
On August 1, 2017, CGAC closed its initial public offering raising $30 million through the issuance of 10,000,000 Class A Restricted Voting Units at $3.00 per Unit.
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CANACCORD GENUITY ACQUISITION CORP. ANNOUNCES PROPOSED MERGER WITH SPARK POWER CORP.
Toronto, Ontario – June 11, 2018 – Canaccord Genuity Acquisition Corp. (TSX: CGAC.UN, CGAC.WT) (“CGAC”) today announced its proposed merger (the “Merger”) with Spark Power Corp. (“Spark Power”). The Merger will constitute CGAC’s qualifying acquisition.
Spark Power is a leading independent electrical power services and solutions company serving more than 4,500 industrial, commercial, institutional, renewable and agricultural customers, as well as utility markets including municipalities, universities, schools and hospitals across North America. In addition, Spark Power maintains and operates over 2,000 solar and wind energy assets and has over 600 megawatts of renewable power under management, managing two of the largest renewable energy co‐ops in Canada.
Following closing of the Merger, Spark Power will continue to be led by its Co‐Chief Executive Officers, Jason Sparaga and Andrew Clark, and its current management team.
“Our long‐standing customers are looking for an independent and geographically dispersed organization like Spark Power to assist with their entire electrical power infrastructure needs; from the hydro pole at the road to the product being manufactured on the facility floor,” said Jason Sparaga, Co‐CEO, Spark Power. “Merging with CGAC creates a tremendous opportunity for Spark Power to accelerate our growth to meet this dynamic market.”
“The emergence of new technologies, increasing consumer demand for choice, regulatory environment changes and innovative businesses creating new power alternatives are driving and accelerating the evolution of the power ecosystem,” said Andrew Clark, Co‐CEO, Spark Power. “The merger with CGAC puts Spark Power in a position to drive innovation and growth in the evolving energy ecosystem.”
“Since our IPO in August of 2017, we have considered a broad selection of companies for our SPAC, many in Canada but also around the world,” said Brad Cameron, CEO and Chairman, CGAC. “Spark Power is an excellent fit with the investment criteria we established at the outset, and we are very pleased to announce this transaction as our Qualifying Acquisition. Jason, Andrew and the Spark Power team have created a very attractive business, which will benefit in many ways being a new public company, with the ongoing support of Canaccord Genuity. We are confident Spark Power will generate very significant value for our shareholders for many years to come.”
Summary of the Merger
CGAC and its sponsor, CG Investments Inc. (the “Sponsor”), have entered into a merger agreement dated June 11, 2018 (the “Agreement”) with Spark Power and its shareholders, pursuant to which CGAC intends to merge with Spark Power through (a) the purchase of certain shares of Spark Power for cash and a note, and (b) the exchange of all remaining shares of Spark Power, on a fully‐diluted basis, (the “Spark Shares”) for common shares of CGAC (each, a “Common Share”). In addition, certain outstanding options to acquire Spark Shares shall be exchanged for options to acquire to Common Shares.
The Merger is subject to the satisfaction of certain conditions, including regulatory and CGAC shareholder approvals. The Sponsor and all of CGAC’s directors and officers have agreed to support the Merger.
Following the Closing, it is CGAC’s intention to rename itself Spark Power Corp., and it has reserved the symbols “SPG” and “SPG.WT” for its Common Shares and warrants, respectively.
Further details are set out in the Agreement, as well as an investor presentation, which will each be filed on SEDAR shortly. CGAC will also file on SEDAR and with the Canadian securities regulatory authorities in each of the provinces and territories of Canada (other than Quebec) a non‐offering prospectus containing disclosure regarding Spark Power and the Merger.
Goodmans LLP is legal counsel to CGAC and the Sponsor. Miller Thomson LLP is legal counsel to Spark Power.
About Canaccord Genuity Acquisition Corp.
CGAC is a special purpose acquisition corporation incorporated under the laws of the Province of Ontario for the purpose of effecting an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination involving CGAC.
About Spark Power Corp.
Spark Power is a leading independent electrical power services and solutions company serving more than 4,500 industrial, commercial, institutional, renewable and agricultural customers, as well as utility markets including municipalities, universities, schools and hospitals across North America. For more information, visit us at www.sparkpower.ca.
FOR FURTHER INFORMATION PLEASE CONTACT:
Canaccord Genuity Acquisition Corp.
Chairman and Chief Executive Officer
Spark Power Corp
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