• LOGISTEC shareholders to receive $67.00 in cash per share pursuant to the transaction. 
  • Blue Wolf to Maintain Head Office in Québec With Significant Investment for Future Growth Initiatives

LOGISTEC Corporation announced that it has entered into an arrangement agreement (the “Arrangement Agreement”)

with 1443373 B.C. Unlimited Liability Company (the "Purchaser"), an entity owned by certain funds managed by Blue Wolf Capital Partners LLC ("Blue Wolf") in partnership with Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, pursuant to which the Purchaser will acquire all the issued and outstanding shares of the Corporation for $67.00 in cash per share, representing a total enterprise value of approximately $1.2 billion, subject to customary closing conditions.

The Arrangement Agreement is the culmination of an extensive and robust review of strategic alternatives available to maximize shareholder value that was conducted by a Special Committee of independent directors of the Corporation at the request of its principal shareholder, Sumanic Investments Inc.

The consideration offered under the transaction represents a 61.2% premium to the unaffected 20‑day volume-weighted average trading price per Class A Common Share and a 62.2% premium to the unaffected 20-day volume-weighted average trading price per Class B Subordinate Voting Share on the Toronto Stock Exchange on May 19, 2023, the last trading day prior to the announcement of the strategic review process, and a 14.5% premium to the 20-day volume-weighted average trading price per Class A Common Share and a 9.9% premium to the 20-day volume-weighted average trading price per Class B Subordinate Voting Share on the Toronto Stock Exchange on October 13, 2023.

"Since my father started this business more than 70 years ago, we have grown into industry leaders," said Madeleine Paquin, President and Chief Executive Officer of LOGISTEC. "As we enter this next phase of our journey, we will continue to build a sustainable future by facilitating trade, handling our customers' goods safely, and protecting our environment as well as our water resources for the next generation. We see significant opportunity to collaborate with Blue Wolf to drive value creation for our people, our customers, and our communities while rewarding our existing shareholders with an attractive cash consideration providing immediate and fair value for their shares."

"After a comprehensive and rigorous strategic review process, we are pleased to have agreed terms on a transaction with Blue Wolf that has the full support of LOGISTEC's Board of Directors and Special Committee," said J. Mark Rodger, LOGISTEC's Chairman of the Board of Directors and of its Special Committee. "After careful deliberation, the Special Committee and the Board of Directors have unanimously concluded that the transaction is fair to LOGISTEC's shareholders and is in the best interests of LOGISTEC and its employees and other stakeholders."

Logistec will Remain a Quebec Based Business with Significant Blue Wolf Investment

"Blue Wolf is excited to enter the Québec market with this acquisition, which represents excellent prospects for continued growth for both of the Corporation's business segments and throughout North America," said Bennet Grill, Principal at Blue Wolf. Natalie Marjancik, Partner at Blue Wolf, added, "We are committed to maintaining LOGISTEC's core values of quality and innovative services, respect for people and the environment. We look forward to continued growth and working alongside the current management teams in place in Québec and elsewhere."

Blue Wolf's business plan is anchored in making significant contributions to the business and to the Québec and Canadian economy, including:

  • Maintaining LOGISTEC's head office in the Province of Québec;
  • Working with the current management teams to drive continued growth in the operations and employment of the business;
  • Future investment of more than $200 million in capital expenditures and growth initiatives; and
  • Continuing contributions to current charitable and social causes in Québec supported by LOGISTEC.

Other Investment Partners

Blue Wolf is funding its portion of the purchase price with capital it manages on behalf of its limited partners via private equity fund capital as well as select co-investors, together with an additional preferred investment in the Purchaser by Stonepeak.

"The specialized services LOGISTEC provides through its terminal operations to a diversified global customer base make it a quality infrastructure asset," said James Wyper, Senior Managing Director at Stonepeak. "Between its Marine Services and Environmental Services business, which is focused on rehabilitating aging water infrastructure and remediating soil, we believe in the compelling opportunities for growth and in the future success of LOGISTEC. We are excited to support the Corporation, in partnership with Blue Wolf, in its next chapter."

"The gouvernement du Québec through Investissement Québec is in discussion with Blue Wolf for a potential investment in the Corporation," said Guy LeBlanc, President and CEO of Investissement Québec ("IQ"). "IQ's potential participation in the Corporation will support Blue Wolf's commitment to maintain LOGISTEC's headquarters and operations in Québec and to continue to make investments in Québec. We would like to thank and congratulate the Paquin Family for having built a sector champion solidly anchored in Québec."

LOGISTEC Board Recommendation

LOGISTEC's Board of Directors has evaluated the Arrangement Agreement with the Corporation's management and legal and financial advisors, and following the receipt and review of the unanimous recommendation of the Special Committee, the Board of Directors has unanimously determined that the transaction is in the best interests of LOGISTEC and is fair to its shareholders, and unanimously recommends that LOGISTEC's shareholders approve the transaction.

Each of TD Securities Inc., as exclusive financial advisor to the Corporation, and Blair Franklin Capital Partners Inc., as independent financial advisor to the Special Committee, has provided a fairness opinion to the Board of Directors and the Special Committee, respectively, to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated therein, the consideration to be received by LOGISTEC shareholders under the transaction is fair, from a financial point of view, to such shareholders.

Transaction Details

The transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (Québec) and is expected to close in the first quarter of 2024, subject to customary closing conditions, including the receipt of regulatory approvals and clearances in Canada and the United States, LOGISTEC shareholder approval and Court approval. The transaction is not subject to any financing condition.

Required LOGISTEC shareholder approval for the transaction will consist of at least 66⅔% of the votes cast on the transaction by holders of Class A Common Shares and Class B Subordinate Voting Shares voting together as a single class at a special meeting of LOGISTEC shareholders. Concurrently with the execution of the Arrangement Agreement, the Purchaser has entered into a voting support agreement with Sumanic Investments Inc., holding Class A Common Shares and Class B Subordinate Voting Shares representing approximately 77% of the voting rights attached to the issued and outstanding shares of the Corporation, and voting support agreements with each of the directors and executive officers who own shares of the Corporation, pursuant to which they have agreed to vote all shares held by them in favour of the transaction, subject to customary exceptions.

The Arrangement Agreement contains non-solicitation covenants on the part of the Corporation, subject to the customary "fiduciary out" provisions. A termination fee of $32 million would be payable by the Corporation to the Purchaser in certain circumstances, including in the context of a superior proposal supported by the Corporation. The Corporation would also be entitled to a reverse termination fee of $59 million if the transaction is not completed in certain circumstances.

Following completion of the transaction, the Corporation will become a privately held company and will apply to cease to be a reporting issuer under Canadian securities laws and the Class A Common Shares and Class B Subordinate Voting Shares will no longer be publicly traded on the Toronto Stock Exchange.

Additional information regarding the transaction will be included in an information circular that LOGISTEC will prepare, file and mail to LOGISTEC shareholders in advance of the special meeting to be held to consider and approve the transaction. Copies of the Arrangement Agreement and the information circular will be available under the Corporation's profile on SEDAR+ on www.sedarplus.ca.

Advisors

TD Securities Inc. is acting as exclusive financial advisor to the Corporation and Blair Franklin Capital Partners Inc. is acting as independent financial advisor to the Special Committee. Rothschild & Co is acting as exclusive financial advisor to Blue Wolf. Stikeman Elliott LLP is acting as independent legal advisor to the Special Committee and Fasken Martineau DuMoulin LLP and K&L Gates LLP as legal advisors to the Corporation. McCarthy Tétrault LLP and Willkie Farr & Gallagher LLP are acting as legal advisors to Blue Wolf. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Sumanic Investments Inc.