Superior Plus Announces Expansion of its Construction Products Distribution Business with a US$135 Million Acquisition



    
    /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
    DISSEMINATION IN THE UNITED STATES/

    TSX: SPB
    

    CALGARY, Aug. 6 /CNW/ - Superior Plus Corp. ("Superior") is pleased to
announce that it has entered into a definitive agreement to acquire Specialty
Products & Insulation Co. ("SPI") for an aggregate purchase price of US$135
million. Closing of the acquisition is subject to customary regulatory and
commercial closing conditions, including the approval of the Toronto Stock
Exchange, and is anticipated to be completed in September 2009. The
acquisition is expected to be completed by way of a plan of merger under
Pennsylvania law involving Superior, newly created subsidiaries of Superior
and SPI.
    Headquartered in East Petersburg, Pennsylvania, SPI is a leading US
national distributor of a comprehensive selection of insulation and
architectural named brand products focused on the commercial and industrial
markets. SPI has a distribution network with a leading market position in 28
states and operates 70 distribution centers including 11 fabrication
facilities. SPI has a diversified US customer base of approximately 12,000
customers serving numerous end-use markets including construction, energy,
petrochemical, utility, healthcare, education and institutional. SPI has
long-term customer relationships ranging from strong regional customers to the
industry's largest commercial contractors and industrial processors. SPI has
long term supplier relationships with all the leading manufacturers in the
commercial and industrial sectors distributing a full range of products. SPI's
management team has demonstrated significant growth both organically and
through acquisitions by completing 22 transactions since 1997 while
successfully managing through various economic cycles.
    Grant Billing, Chairman and Chief Executive Officer of Superior, stated
that, "We are very pleased to enter into this transaction with SPI to expand
our construction products distribution business as part of Superior's growth
strategy. SPI's business is an excellent strategic fit, purchased at a
favourable point in the business cycle and is complementary to Superior's
existing Winroc construction products operations in North America. In addition
to adding commercial and industrial insulation products, SPI's distribution
network extends Superior to the U.S. eastern seaboard, Florida, the Midwest,
Texas and the Pacific Northwest."
    Upon completion of the acquisition, Superior will have expanded its
geographical footprint in the United States from 4 to 31 states complementing
its existing Canadian operations. As part of its construction products
distribution business, Superior anticipates expanding the SPI architectural
facilities to carry the full line of walls and ceilings products and services
that Winroc currently provides at its locations. In addition, Superior expects
to evaluate adding SPI's products and services to Winroc's existing markets
and locations.
    SPI's business is approximately two thirds insulation and fabrication and
one third architectural products based on 2008 sales. The company estimates
that 70% of its insulation products are used for new commercial and industrial
projects with the other 30% used for renovation and replacement. SPI provides
a full line of mechanical insulation products used for commercial and
industrial applications consisting of preformed pipe insulation, board, block,
sheet and blanket insulation products. In addition, SPI provides value-added
fabrication services which involve converting raw insulation materials to
exact size and shape specifications to meet customer needs. Architectural
products include the leading commercial acoustical ceiling systems and wall
panels used mainly for the commercial renovation market, similar to Winroc's
operation.
    The transaction is expected to be accretive to Adjusted Operating Cash
Flow per share ("AOCF") adding approximately 4-6 cents per share based on 2010
forecasted projections. The EBITDA from operations for 2008 and the first half
of 2009 were approximately US$31.8 million and US$11.9 million, respectively.
The proposed acquisition of SPI is expected to increase Superior's AOCF and
expand its geographic and market diversification providing additional support
for a stable dividend in the future.
    Superior has the option to pay US$30 million (CDN $32.5 million) of the
purchase price to existing equity holders of SPI in either common shares of
Superior or cash. Superior currently has in excess of CDN$280 million
available on its CDN$570 million syndicated credit facility to finance the
remaining US$105 million of the transaction in addition to its ability to
access the capital markets at a future date.

    
    About the Corporation
    ---------------------
    
    Superior is a diversified corporation. Superior holds 100% of Superior
Plus LP, a limited partnership formed between Superior General Partner Inc.,
as general partner and Superior as limited partner. Superior is focused on
stability of dividends with value growth and has four Canadian based operating
businesses: Superior Propane is Canada's largest distributor of propane and
related products and services; ERCO Worldwide is a leading supplier of
chemicals and technology to the pulp and paper industries and a regional
Midwest supplier of chloralkali and potassium products; Winroc is a leading
distributor of walls and ceilings construction products in North America; and
Superior Energy Management provides fixed-price natural gas supply services in
Ontario, Quebec, and British Columbia along with fixed-price electricity
supply services in Ontario.

    Superior's shares and convertible debentures trade on the TSX as follows:

    
    Trading Symbol   Security                     Issued and Outstanding
    -------------------------------------------------------------------------
    SPB              Common Shares                88.4 million
    SPB.db.b         5.75% Debentures, Series 1   $174.9million principal
                                                  amount
    SPB.db.c         5.85% Debentures, Series 1   $ 75.0million principal
                                                  amount
    -------------------------------------------------------------------------
    

    Forward Looking Information

    Certain information included in this Press Release is forward-looking,
within the meaning of applicable Canadian securities laws. Much of this
information can be identified by looking for words such as "believe",
"expects", "expected", "will", "intends", "projects", "anticipates",
"estimates", "continues" or similar words. In particular, this press release
includes forward-looking information pertaining to the proposed timing of
completion of the acquisition of Specialty Products and Insulation Co. (the
"Acquisition"), Superior's business strategy including future plans to expand
the acquired SPI facilities, the perceived benefits of the Acquisition
including its anticipated impact on the future market price of Superior's
common shares, future cash flow and future dividends. 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 based on current information and
expectations that involve a number of risks and uncertainties, which could
cause actual results to differ materially from those anticipated. These risks
include, but are not limited to, risks associated with the ability to satisfy
regulatory and commercial closing conditions of the Acquisition, the
uncertainty associated with accessing capital markets and the risks related to
Superior's businesses including those identified in Superior's 2008 Annual
Information Form under the heading "Risk Factors". Reference should be made to
this additional information prior to making any investment decision. Forward
looking information contained in this press release is made as of the date
hereof and is subject to change. The company assumes no obligation to revise
or update forward looking information to reflect new circumstances, except as
required by law.





For further information:

For further information: about Superior Plus, please visit our website
at: www.superiorplus.com or contact: Wayne Bingham, Executive Vice-President
and Chief Financial Officer, Tel: (403) 218-2951, Fax: (403) 218-2973, E-mail:
wbingham@superiorplus.com or A. Scott Daniel, Vice-President, Treasurer and
Investor Relations, Tel: (403) 218-2953, Fax: (403) 218-2973, E-mail:
sdaniel@superiorplus.com, Toll Free: 1-866-490-PLUS (7587)

Organization Profile

SUPERIOR PLUS CORP.

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