SSC Safety Companies Corp. To Purchase Avante Logixx Inc., Creating The Largest Publicly-Traded Safety Firm In Canada


REGINA, SK and TORONTO, Feb. 9, 2022 /CNW/ – SSC Safety Companies Corp. (“SSC“) ( TSXV: SECU) (OTCQX: SECUF), is happy to announce that it has entered right into a definitive association settlement (“Association Settlement“) to amass Avante Logixx Inc. (“Avante“) ( TSXV: XX) (OTC: ALXXF), a Toronto-based supplier of full service, elite safety options for high-net-worth residential clients, in addition to premium safety safety for main enterprise and industrial purchasers throughout Canada, by means of its working subsidiaries Avante Safety Inc. (“ASI“) and Logixx Safety Inc. (“LSI“), respectively.

Pursuant to the phrases of the Association Settlement, SSC has agreed to amass all the issued and excellent widespread shares of Avante (“Avante Shares“) by the use of a statutory plan of association (“Plan of Association“) beneath the Enterprise Companies Act (Ontario) (“Transaction“). Below the phrases of the Plan of Association, holders of Avante Shares (“Avante Shareholders“) will obtain a mix of money and customary shares within the capital of SSC (“SSC Shares“), as follows: $0.52 per Avante Share in money (“Money Consideration“), plus 0.4155 of an SSC Share for every Avante Share held (“Share Consideration“). Primarily based on the volume-weighted common worth (“VWAP“) of the SSC Shares on the TSX Enterprise Alternate (“TSXV“) for the 20 buying and selling days ending on February 8, 2022, the Share Consideration has an implied worth of roughly $1.23 per Avante Share which, when added to the Money Consideration (collectively, the “Consideration“), implies a complete mixed consideration of roughly $1.75 per Avante Share, or an mixture fairness worth of roughly $37.1 million. As well as, SSC will assume roughly $9.4 million of Avante’s senior funded debt, which excludes $8.264 million of principal quantity of unsecured convertible debentures held by sure subsidiaries of Fairfax Monetary Holdings Restricted.

CHIEF EXECUTIVE OFFICER COMMENTS ON THE TRANSACTION

Doug Emsley, Chairman, President & Chief Govt Officer of SSC, commented: “That is our third acquisition in simply over a yr, giving us vital mass throughout the nation within the safety enterprise. This acquisition represents a vital step in the direction of solidifying our place as a nationwide participant in each bodily and cyber safety providers throughout Canada, coast to coast. Bringing ASI and LSI into the household of SSC safety corporations considerably accelerates us towards that goal, and we’re excited for what the longer term holds.”

Craig Campbell, President & Chief Govt Officer of Avante, commented: “Given the clear alignment of mission, targets and tradition between our two organizations, this transaction considerably improves our means to drive even better worth and peace of thoughts for our clients, together with the increasing alternative that the cyber safety platform creates. This transaction gives the mixed companies vital entry to development capital and a synergy of alternative to develop and fulfill the expansion goals that we all know are potential on this business, additional enhancing long run shareholder worth.”

HIGHLIGHTS & KEY BENEFITS OF THE TRANSACTION

  • Transaction creates the biggest publicly-traded safety firm in Canada
  • Brings collectively two highly-experienced and complementary administration groups who will be capable to leverage SSC’s massive, liquid steadiness sheet and Avante’s well-established safety platforms which generate substantial income and EBITDA
  • On closing, the mixed firm shall be a particularly well-capitalized and worthwhile, bodily and cyber safety firm with vital mass and over 2,200 staff throughout Canada
  • Collectively, the businesses will serve among the largest company and public sector enterprises in Canada, and it’s anticipated that the mixture will allow vital development and cross-selling alternatives for each SSC’s cyber safety platform, which is housed in SRG Safety Useful resource Group Inc. (acquired by SSC in 2021), in addition to for Avante’s tech-enabled monitoring and safety platforms
  • On a professional forma foundation, the mixed firm would have generated roughly $117 million in annual income and a considerable quantity of EBITDA over the trailing twelve-month interval ended September 30, 2021
  • The Consideration represents a 62% premium to the closing worth of the Avante Shares on the TSXV as at February 8, 2022 and a 39% premium over the VWAP of the Avante Shares on the TSXV based mostly on the 20 buying and selling days ending on February 8, 2022 (in every case, based mostly on the VWAP of the SSC Shares on the TSXV for the 20 buying and selling days ending on February 8, 2022)
  • The Money Consideration permits Avante Shareholders the chance to crystalize among the worth of their Avante Shares whereas, by means of the Share Consideration, additionally sustaining the advantage of a retained curiosity within the mixed firm
  • The mixed firm is anticipated to be owned roughly 70% by present holders of SSC Shares, and roughly 30% by Avante Shareholders
  • Vital value synergies are anticipated to be realized by eliminating the price of sustaining each corporations as separate publicly-traded entities, in addition to the rationalization of duplicate overhead prices
  • Avante’s board of administrators (“Avante Board“) fashioned a particular committee (“Avante Particular Committee“) of administrators to barter and assessment the Transaction. The Avante Particular Committee unanimously beneficial that the Avante Board approve the Transaction and the Avante Board (with the director abstaining), having acquired the advice of the Avante Particular Committee, unanimously authorized the Transaction and unanimously recommends that Avante Shareholders vote in favour of the Transaction
  • Sure Avante Shareholders, in addition to every of the administrators and officers of Avante who maintain Avante Shares, and who, as of February 8, 2022, collectively maintain roughly 17% of the Avante Shares, have entered into voting help agreements (“Assist Agreements“) with SSC pursuant to which they’ve agreed to vote their Avante Shares in favour of the shareholder decision approving the Transaction
  • Each the Avante Board and Avante Particular Committee acquired an opinion from certainly one of its monetary advisors, Canaccord Genuity Corp. (“Canaccord Genuity“), that, as of the date of such opinion and topic to the assumptions, limitations and {qualifications} set out in such opinion, and such different issues as Canaccord Genuity thought of related, the Consideration to be acquired pursuant to the Transaction is honest, from a monetary perspective, to the Avante Shareholders (aside from any events in accordance with MI 61-101)
  • SSC’s board of administrators (“SSC Board“) unanimously authorized the Transaction

TERMS OF THE ARRANGEMENT AGREEMENT

The Transaction shall be effected by the use of a statutory plan of association beneath the Enterprise Companies Act (Ontario). The implementation of the Plan of Association shall be topic to Avante Shareholder approval at a particular assembly of Avante Shareholders (“Particular Assembly“), which is anticipated to be held within the second calendar quarter of 2022. The Transaction is topic to the approval of (i) not less than 66 2/3% of the votes solid by Avante Shareholders on the Particular Assembly; (ii) the TSXV; (iii) the Ontario Superior Courtroom of Justice; and can also be topic to sure different closing circumstances customary to a Transaction of this nature. Assuming all the requisite courtroom, shareholder and different approvals are acquired, SSC and Avante count on the Transaction to be accomplished throughout the second calendar quarter of 2022.

SPECIAL COMMITTEE AND RESPECTIVE BOARDS OF DIRECTORS’ RECOMMENDATIONS

The Avante Particular Committee unanimously beneficial that the Avante Board approve the Transaction and the Avante Board (with the director abstaining), having acquired the advice of the Avante Particular Committee, unanimously authorized the Transaction and unanimously recommends that Avante Shareholders vote in favour of the Transaction.

The SSC Board unanimously authorized the Transaction.

Avante and SSC have supplied representations and warranties customary for a transaction of this nature, in addition to customary interim interval covenants concerning the operation of their respective companies within the strange course. As well as, the Association Settlement consists of customary deal safety provisions, together with that Avante has agreed to not solicit or provoke any dialogue concerning some other enterprise mixture, topic to customary “fiduciary out” rights. Avante has additionally granted SSC a right-to-match any superior proposal and can pay a termination charge of $1.8 million to SSC if the Association Settlement is terminated in sure circumstances, together with if Avante recommends or approves an acquisition proposal or enters into an settlement with respect to a superior proposal. Avante has additionally agreed to make an expense reimbursement fee to SSC if the Association Settlement is terminated in sure circumstances.

The Transaction shouldn’t be topic to a financing situation. The Money Consideration shall be funded from SSC’s present money steadiness on closing of the Transaction.

Upon closing of the Transaction, Avante will change into a wholly-owned subsidiary of SSC, with plans to transition ASI and LSI to directly-owned, unbiased subsidiaries of SSC. ASI and LSI will proceed to function as is, offering high-quality safety and peace of thoughts to their clients.

In recognition of the in depth safety business expertise and contacts of Craig Campbell, Avante’s CEO, Craig has been invited to hitch the SSC Board upon closing of the Transaction. The SSC Board will improve in quantity from 5 administrators to 6.

SSC plans to keep up its quarterly dividend of $0.03 per SSC Share (which equates to $0.12 annualized). On a professional forma foundation, SSC’s dividend payout ratio as a share of trailing twelve-month Adjusted EBITDA*, for the interval ended September 30, 2021, is estimated to enhance from roughly 80% to beneath 50%.

ADVISORS

Canaccord Genuity Corp. and Imperial Capital, LLC acted as monetary advisors, and Norton Rose Fulbright Canada LLP acted as authorized advisor, to Avante. Canaccord Genuity Corp. supplied a equity opinion to each the Avante Board and Avante Particular Committee.

McKercher LLP acted as authorized advisor to SSC.

ABOUT SSC

SSC Safety Companies Corp. ( TSXV: SECU) (OTCQX: SECUF) is a number one supplier of bodily and cyber safety providers to company and public sector purchasers throughout Canada. For extra info, please go to www.securityservicescorp.ca.

ABOUT AVANTE LOGIXX

Avante Logixx Inc. ( TSXV: XX) (OTCPK: ALXXF) is a Toronto based mostly supplier of high-end safety providers. We purchase, handle and construct business main companies which give specialised, mission-critical options that handle the wants of our clients. Our companies repeatedly develop revolutionary options that allow our clients to realize their goals. With an skilled crew and a confirmed monitor file of strong development, we’re taking steps to ascertain a broad portfolio of safety companies to offer our clients and shareholders with distinctive returns. For extra info, please go to www.avantelogixx.com.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Ahead Wanting Info

This press launch incorporates ahead trying statements and forward-looking info inside the which means of relevant Canadian securities laws. Such forward-looking statements will not be consultant of historic details or info or present situation, however as a substitute represents solely SSC’s and/or Avante’s (collectively, the “Firms“) beliefs concerning future occasions, plans or goals, a lot of which, by their nature, are inherently unsure and out of doors of Firms’ management. Such statements are based mostly on the present expectations and views of future occasions of the Firms’ administration. In some instances the forward-looking statements will be recognized by phrases or phrases similar to “might”, “will”, “count on”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “imagine” or the adverse of those phrases, or different related expressions supposed to establish forward-looking statements. The forward-looking occasions and circumstances mentioned on this launch might not happen and will differ materially because of recognized and unknown danger components and uncertainties affecting the Firms, together with dangers concerning the safety business, financial components and the fairness markets typically, dangers regarding the Transaction, together with the flexibility of mixed firm to implement its enterprise methods, timing of the Transaction, the worth of SSC Shares, the dividend payout ratio, as nicely courtroom, shareholder and regulatory approvals. and lots of different components past the management of the Firms. Extra dangers are mentioned beneath “Threat Components” in every of the Firms’ administration’s dialogue and evaluation filed on SEDAR. No forward-looking assertion will be assured. Ahead-looking statements and data by their nature are based mostly on assumptions and contain recognized and unknown dangers, uncertainties and different components which can trigger our precise outcomes, efficiency or achievements, or business outcomes, to be materially totally different from any future outcomes, efficiency or achievements expressed or implied by such forward-looking assertion or info. Accordingly, readers mustn’t place undue reliance on any forward-looking statements or info. Besides as required by relevant securities legal guidelines, forward-looking statements communicate solely as of the date on which they’re made and the Firms undertake no obligation to publicly replace or revise any forward-looking assertion, whether or not because of new info, future occasions, or in any other case.

*Non-IFRS Measures

SSC measures key efficiency metrics established by administration as being key indicators of the Firm’s power, utilizing sure non-IFRS efficiency measures, together with:

  • EBITDA, EBITDA per share, Adjusted EBITDA, and Adjusted EBITDA per share.

SSC makes use of these non-IFRS measures for its personal inside functions. These non-IFRS measures do not need any standardized which means prescribed by IFRS, and these measures could also be calculated in another way by different corporations. The presentation of those non-IFRS measures is meant to offer extra info and shouldn’t be thought of in isolation or as an alternative to measures of efficiency ready in accordance with IFRS. SSC gives these non-IFRS measures to allow traders and analysts to know the underlying working and monetary efficiency of the Firm in the identical manner as it’s ceaselessly evaluated by Administration. Administration will periodically assess these non-IFRS measures and the elements thereof to make sure their continued use is useful to the analysis of the underlying working and monetary efficiency of the Firm. For extra detailed info, please confer with pages 23 and 24 of SSC’s Administration Dialogue and Evaluation for the fiscal yr ended September 30, 2021, accessible on the Firm’s web site at www.securityservicescorp.ca and on SEDAR at www.sedar.com.

SOURCE SSC Safety Companies Corp.

For additional info: Doug Emsley, President & CEO, SSC Safety Companies Corp., (306) 347-1024, [email protected]; Brad Farquhar, Govt VP & Chief Monetary Officer, SSC Safety Companies Corp., (306) 347-7202, [email protected]; Craig Campbell, CEO, Avante Logixx Inc., (416) 923-6984, [email protected]



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