LOGISTEC Corp. Agrees to be Acquired

LOGISTEC Corp., the Quebec-based parent company of ALTRA | SANEXEN and Fer-Pal Infrastructure, has announced that it entered into an arrangement agreement with 1443373 B.C. Unlimited Liability Company (the purchaser), pursuant to which the purchaser will acquire all the issued and outstanding shares of LOGISTEC for $67 in cash per share, representing a total enterprise value of approximately $1.2 billion, subject to customary closing conditions.

1443373 B.C. Unlimited Liability Company is an entity owned by certain funds managed by Blue Wolf Capital Partners LLC in partnership with Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets.

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 LOGISTEC at the request of its principal shareholder, Sumanic Investments Inc.

“Since my father started this business more than 70 years ago, we have grown into industry leaders,” said Madeleine Paquin, president and CEO 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.”

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.

“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.”

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.”

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.

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.

SOURCE – LOGISTEC