OAKVILLE, ON, Aug. 7, 2019 /CNW/ - As previously released, Spark Power Group Inc. (TSX: SPG)(SPG.WT) (the "Company"), parent company to Spark Power Corp., together with Spark Power Services Corp. ("Spark Power"), a leading independent provider of integrated power solutions to industrial, commercial, institutional, and utility customers across North America, announced the acquisition of 3-Phase Electrical Ltd. ("3-Phase") on August 1, 2019 (the "Transaction"). 3-Phase is a low-voltage electrical service and contracting firm based in Winnipeg, Manitoba. 3-Phase is now a wholly-owned subsidiary of Spark Power, operating within its Technical Services Group. Further to the previously released information respecting the Transaction, Spark Power is providing certain additional information respecting the terms of the purchase.
Summary of the Acquisition
On August 1, 2019, Spark Power together with the Company acquired all of the issued and outstanding securities of each of 5450749 Manitoba Ltd., 5450731 Manitoba Ltd. and 5440981 Manitoba Ltd., and indirectly, all of the issued and outstanding securities of 3 Phase Electrical Ltd. The aggregate purchase price paid by Spark Power was $15,750,000, which was satisfied by (a) payment of $11,128,578 cash on closing of the Transaction, inclusive of $628,578 paid for excess working capital at close, (b) a promissory note payable to the vendors in the amount of $3,750,000, and (c) issuance of 887,574 common shares of Spark Power Group Inc. to certain of the vendors. The promissory note pays interest at the rate of 4% per annum and is repayable, together with accrued interest, in three equal installments not later than 120 days following each of the next three anniversary dates following closing. The cash portion of the purchase price was funded from the Company's acquisition facility. The Transaction is expected to be immediately accretive (before potential synergies) to Spark Power's revenue and earnings. The acquisition accelerates the Company's expansion across Canada and strengthens its geographic and operational positioning.
On a trailing twelve-month basis 3-Phase generated unaudited results of approximately $17.3 million in revenue and EBITDA of $3.0 million.
Resignation of Don Morrison
The Company also announces that Mr. Morrison resigned as a Director of the Company effective today for personal reasons. We thank Mr. Morrison for his time and valued contributions to the Company and wish him the best in his future endeavours.
About Spark Power Group Inc.
Spark Power Group Inc., ("Spark Power") is committed to becoming the Trusted Partner in Power and the leading independent and integrated power solutions provider to the industrial, commercial, institutional, and utility markets across North America. Spark delivers cost-effective, customer-centric solutions that address cost, quality, reliability, and power sustainability; transitioning the customer to the grid of the future. Learn more at www.sparkpowercorp.com and Like us on social @SparkPowerCorp.
About 3-Phase Electrical Ltd. 3-Phase Electrical, a Spark Power company, is an industrial and commercial electrical projects and services firm based in Winnipeg, Canada. With over 17 years of experience in all facets of electrical construction and service, 3-Phase delivers quality, reliability, and experience to large commercial and industrial projects. Learn more at www.3phaseelectrical.com
Caution Regarding Forward-Looking Statements This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company's current expectations regarding future events, including as it relates to future revenues and earnings. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. These statements are based on the Company's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the future success of the Company's business, including revenue and EBITA growth, synergistic savings expected to be realized, potential expansion of the business. Assumptions that have been made include, among other things, assumptions with respect to the Company's ability to successfully integrate and realize the anticipated benefits of the acquisition. The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.