(TSX: HEO) – H2O Innovation Inc. (“H2O Innovation” or the
“Corporation”) announces that the Superior Court of Québec issued
on December 1, 2023 a final order in connection with the previously
announced acquisition by Ember SPV I Purchaser Inc. (the
“Purchaser”), an entity controlled by funds managed by Ember
Infrastructure Management, LP, a New York-based private equity
firm, of all of the issued and outstanding common shares in the
capital of H2O Innovation (the “Shares”), other than the Shares to
be rolled over by Investissement Québec, Caisse de dépôt et
placement du Québec and certain key executives of the Corporation,
for C$4.25 in cash per Share, pursuant to a statutory plan of
arrangement (the “Arrangement”) under the Canada Business
Corporations Act.
It is anticipated that the Arrangement will be completed in the
coming days, subject to the delivery by the parties of customary
deliverables.
Further information regarding the Arrangement is provided in the
Management Information Circular of the Corporation dated October
27, 2023 (the “Circular”), which is available under the
Corporation’s profile on SEDAR+ at www.sedarplus.ca and on H2O
Innovation’s website at www.h2oinnovation.com.
Cautionary Note and Forward-Looking Statements The
Corporation’s oral and written public communications may include
forward-looking statements. These statements are included in this
press release, the Circular and may be included in other filings or
communications from the Corporation. The forward-looking statements
are made pursuant to the applicable securities legislation.
Forward-looking statements may include, but are not limited to, the
anticipated timing and the various steps to be completed in
connection with the Arrangement and the anticipated timing of
closing of the Arrangement. Forward-looking information also
relates to, among other things, the Corporation’s strategies to
achieve its objectives, as well as information with respect to
management’s beliefs, plans, expectations, anticipations,
estimations and intentions, and may also include other statements
that are predictive in nature, or that depend upon or refer to
future events or conditions. The management of H2O Innovation would
like to point out that forward-looking statements involve a number
of uncertainties, known and unknown risks and other factors which
may cause the actual results, performance or achievements of the
Corporation to materially differ from any future results,
performance or achievements expressed or implied by such
forward-looking statements. In preparing its outlook, the
Corporation made assumptions that do not consider extraordinary
events or circumstances beyond its control. When used in this press
release, words such as “anticipate”, “continue”, “could”,
“estimate”, “expect”, “forecast”, “future”, “intend”, “may”,
“objective”, “outlook”, “plan”, “predict”, “project”, “should”,
“will”, “would” or the negative or comparable terminology as well
as terms usually used in the future and the conditional are
generally intended to identify forward-looking statements, although
not all forward-looking statements include such words.
The information contained in forward-looking statements is based
upon certain material assumptions that were applied in drawing a
conclusion or making expectations, forecasts, projections,
predictions, or estimations, including, without limitation: that
the Arrangement will be completed on the terms currently
contemplated and in accordance with the timing currently expected;
that all conditions to the completion of the Arrangement will be
satisfied or waived; and that the arrangement agreement entered
into on October 3, 2023 between the Corporation and the Purchaser
regarding the Arrangement (the “Arrangement Agreement”) will not be
terminated prior to the completion of the Arrangement. A change
affecting an assumption can also have an impact on other
interrelated assumptions, which could increase or diminish the
effect of the change. Forward-looking statements are presented for
the purpose of assisting investors and others in understanding
certain key elements of the Corporation’s current objectives,
strategic priorities, expectations and plans, and in obtaining a
better understanding of the Corporation’s business and anticipated
operating environment.
Forward-looking statements are necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by the Corporation as of the date of this press release,
are subject to inherent uncertainties, risks and changes in
circumstances that may differ materially from those contemplated by
the forward-looking statements. Moreover, the proposed Arrangement
could be modified or the Arrangement Agreement terminated in
accordance with its terms. Several factors, risks or uncertainties
could cause the actual results to differ materially from the
results discussed in the forward-looking statements. Should one or
more of these factors, risks or uncertainties materialize or should
the assumptions underlying those forward-looking statements prove
incorrect, actual results may vary materially from those described
herein. Such factors include, without limitation: (a) the failure
of the parties to satisfy the conditions to the completion of the
Arrangement or satisfy such conditions in a timely manner; (b)
significant costs or unknown liabilities related to the
Arrangement; (c) litigation relating to the Arrangement may be
commenced which may prevent, delay or give rise to significant
costs or liabilities; (d) the Arrangement Agreement may be
terminated prior to its consummation; (e) the Corporation may be
required to pay a termination fee to the Purchaser in certain
circumstances if the Arrangement is not completed; (f) the focus of
management’s time and attention on the Arrangement may detract from
other aspects of the Corporation’s business; (g) general economic
conditions; (h) the market price of the Shares may be materially
adversely affected if the Arrangement is not completed or its
completion is materially delayed; and (i) failure to realize the
expected benefits of the Arrangement.
Failure of the parties to satisfy the conditions to the
completion of the Arrangement may result in the Arrangement not
being completed on the proposed terms, or at all. If the
Arrangement is not completed, and the Corporation continues as a
publicly-traded entity, there are risks that the announcement of
the Arrangement and the dedication of substantial resources of the
Corporation to the completion of the Arrangement 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,
pursuant to the terms of the Arrangement Agreement, the Corporation
may, in certain circumstances, be required to pay a fee to the
Purchaser, the result of which could have an adverse effect on its
financial position. The Corporation cautions that the foregoing
list of factors is not exhaustive. Additional information about the
risk factors to which the Corporation is exposed to is provided in
the Annual Information Form dated September 27, 2023, which is
available on SEDAR+ (www.sedarplus.ca).
The forward-looking statements set forth herein reflect the
Corporation’s expectations as of the date hereof, and are subject
to change after this date. The Corporation may, from time to time,
make oral forward-looking statements. The Corporation advises that
the above paragraphs and the risk factors described herein should
be read for a description of certain factors that could cause the
actual results of the Corporation to differ materially from those
in the oral forward-looking statements. Unless required to do so
pursuant to applicable securities legislation, H2O Innovation
assumes no obligation to update or revise forward-looking
statements contained in this press release or in other
communications as a result of new information, future events, and
other changes.
About H2O Innovation Innovation is in our name, and it is
what drives the organization. H2O Innovation is a complete water
solutions company focused on providing best-in-class technologies
and services to its customers. The Corporation’s activities rely on
three pillars: i) Water Technologies & Services (WTS) applies
membrane technologies and engineering expertise to deliver
equipment and services to municipal and industrial water,
wastewater, and water reuse customers, ii) Specialty Products (SP)
is a set of businesses that manufacture and supply a complete line
of specialty chemicals, consumables and engineered products for the
global water treatment industry, and iii) Operation &
Maintenance (O&M) provides contract operations and associated
services for water and wastewater treatment systems. Through
innovation, we strive to simplify water. For more information,
visit www.h2oinnovation.com.
Source: H2O Innovation Inc. www.h2oinnovation.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231201769000/en/
Marc Blanchet +1 418-688-0170
marc.blanchet@h2oinnovation.com
Grafico Azioni H2O Innovation (TSX:HEO)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni H2O Innovation (TSX:HEO)
Storico
Da Nov 2023 a Nov 2024