The proposed cash consideration represents an approximately 46% premium to the 20-day volume weighted average trading price of the Company’s common shares on the TSX as of January 18, 2019. The aggregate proposed consideration on a fully diluted basis implies a total enterprise value for the Company of approximately $312 million, or 12.5 times the Company’s Adjusted EBITDA reported for the 12 month period ending September 30, 2018. The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to the approval of the Company’s securityholders, relevant regulatory approvals and other customary closing conditions.
ZCL Chairman of the Board Anthony (Tony) P. Franceschini commented:
“We are pleased to announce this transaction and believe Shawcor will be excellent stewards of the ZCL business moving forward. We believe the transaction represents compelling value for ZCL shareholders and we are excited for the next stage of growth for our employees and other stakeholders.”
About ZCL Composites:
ZCL is North America’s largest manufacturer of environmentally friendly fiberglass reinforced plastic (FRP) underground storage tanks for the fuel, water and wastewater and oil & gas markets. ZCL is an innovator in composite tank engineering, with nearly 40 years of direct industry experience. When ZCL acquired Xerxes Corporation in 2007, it brought together North America’s two leading fiberglass tank brands: ZCL (founded in 1987) and Xerxes (founded in 1979). ZCL’s product offering includes underground composite tanks and a full complement of accessories. ZCL’s six UL-listed or ULC-listed manufacturing facilities across North America ensure that it is able to supply its tanks throughout North America in a timely manner. ZCL’s tanks are made of 100% premium resin and glass (no fillers), making them corrosion-resistant, both inside and out. To date, ZCL’s has installed approximately a quarter of a million composite tanks.
Companies: Xerxes By Shawcor