Spark Power Acquires Orbis Engineering Field Services
TORONTO, July 5, 2018 /CNW/ - Canaccord Genuity Acquisition Corp. ("CGAC") is pleased to announce that in conjunction with the earlier announcement of the acquisition of Bullfrog Power, Spark Power Corp. ("Spark Power"), a leading independent electrical power services and solutions company, has acquired Orbis Engineering Field Services ("Orbis"), and the California branches of New Electric. On June 11, 2018, CGAC announced its proposed merger (the "Merger") with Spark Power. The Merger will constitute CGAC's qualifying acquisition.
- Orbis, based in Edmonton, Alberta, is an engineering design and technical field services firm specializing in power systems engineering and on-site field services including commissioning and start-up. The company's meticulous safety protocols, supportive culture, experienced staff, and ability to service remote and restricted areas have made Orbis the preferred engineering firm for clients in oil and gas, mining, utilities, forestry, and public sector markets.
- Building on the company's 2017 acquisition of the Canadian operations of electrical contracting services company New Electric, Spark Power has acquired New Electric's branches in Fresno and Fremont, California.
"At Spark Power, we take great pride in our ability to identify and acquire businesses that support our mission to provide integrated, 'pole to product', technical power services to the North American market," said Jason Sparaga, co-CEO, Spark Power. "These companies have tremendous depth of expertise and a solid brand history of being best-in-breed service providers across multiple geographies and markets. We are excited to welcome them to the Spark Power Group of Companies."
Spark Power, its subsidiaries, and the acquired companies will continue to operate under their respective brand names and their management teams will remain as key members of the Spark Power team.
As previously disclosed on June 11, 2018, Spark Power believes that with the addition of these acquisitions and Bullfrog Power, the corporation will realize pro-forma annualized revenues and Adjusted EBITDA of approximately $148.0 million and $25.0 million, respectively, for the year ending December 31, 2018.
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.
About Orbis Engineering Field Services
Orbis Engineering Field Services is an engineering design firm specializing in field engineering for power systems. The company's meticulous safety protocols, supportive culture, experienced staff, and ability to service remote and restricted areas have made Orbis Engineering the preferred engineering firm for clients in oil and gas, mining, utilities, forestry, and public sector markets. For more information, visit www.orbisengineering.net.
Adjusted EBITDA is a non-IFRS measure that is used in this news release as an indicator of financial performance. Readers are cautioned that it is not a defined performance measures under IFRS and may differ from similar computations as reported by other similar entities and, accordingly, may not be comparable to financial measures as reported by those entities. Please see CGAC's long form non-offering prospectus dated June 18, 2018 (the "Prospectus") for a reconciliation of Adjusted EBITDA to the nearest IFRS measure.
Caution Regarding Forward-Looking Statements
Certain information in this news release may constitute "forward-looking information" within the meaning of applicable securities legislation. All information contained herein, other than statements of current and historical fact, is forward-looking information. Generally, forward-looking information can be identified by use of words such as "may", "will", "expect", "believe", "plan", "would", "could" and other similar terminology. All of the forward-looking information herein is qualified by this cautionary statement.
Spark Power's pro-forma annualized revenues and Adjusted EBITDA are considered forward-looking information. The purpose of disclosing this information is to show readers the financial results that management currently believes are achievable based on the acquisitions noted herein. Such financial targets are generally based on the following assumptions: (a) Spark Power will be able to continue its acquisition growth strategy and that such strategy will contribute to Spark Power's future growth, including with respect to the acquisitions noted herein; (b) Spark Power will be able to take advantage of future prospects and opportunities; (c) results of Spark Power's operations will continue as expected; (d) Spark Power will expand its customer base across North America; (e) Spark Power will continue to have capital available; (f) there will be no changes in legislative or regulatory matters that negatively impact Spark Power's business; (g) current tax laws will remain in effect and will not be materially changed; (h) economic conditions will remain relatively stable throughout the period; and (i) the electric power services market will continue to grow consistent with past experience. Spark Power considers these assumptions to be reasonable in the circumstances, given the time periods for such outlook.
However, there can be no assurance that Spark Power will be able to achieve these financial targets. All other financial forecasts herein rely on management judgment given assumptions concerning, among other things, general economic conditions, and the ability of Spark Power to successfully integrate each of Bullfrog, Orbis and the U.S. operations of New Electric into its business in a timely manner, the ability to generate new customer relationships and expand its current customer relationships, that Spark Power will not experience disruptions to its ability to perform electrical power services, the availability of funds and resources for Spark Power's development, Spark Power's ability to take advantage of business opportunities in the market and that its customers continue to utilize its services. Spark Power's actual results could vary from the pro-forma annualized revenues and Adjusted EBITDA targets due to, lost power service contracts, delays in performance of its service contracts, increased material costs, government regulations, shifting industry preferences, increased competition and loss of key executives and employees.
Inherent in the forward-looking information are known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking information. Given these risks, uncertainties and other factors, investors should not place undue reliance on forward-looking information as a prediction of actual results. The forward-looking information reflects current expectations and beliefs regarding future events and operating performance and is based on information currently available to CGAC. Although CGAC has attempted to list material risks that could cause actual results to differ materially from the forward-looking information contained herein, there are other factors that could cause results not to be as anticipated, estimated or intended. For a further description of these and other factors that could cause actual results to differ materially from the forward-looking statements included in this news release, see the risk factors discussed under the heading "Risk Factors" in the Prospectus and as described from time to time in the reports and disclosure documents filed by CGAC with the Canadian securities regulatory agencies and commissions. The forward-looking information contained herein is current as of the date of this document and, except as required under applicable law, CGAC does not undertake to update or revise it to reflect new events or circumstances.
SOURCE Canaccord Genuity Acquisition Corp.
For further information: PLEASE CONTACT: Canaccord Genuity Acquisition Corp., Brad Cameron, Chairman and Chief Executive Officer, [email protected]; Spark Power Corp., Jason Sparaga, Co-CEO, [email protected]; Andrew Clark, Co-CEO, [email protected]