OAKVILLE, ON / ACCESSWIRE / December 1, 2023 / Spark Power Group Inc. (TSX:SPG), parent company of Spark Power Corp. ("Spark Power"), is pleased to announce that the shareholders of Spark Power ("Shareholders") have approved the proposed plan of arrangement (the "Arrangement") involving Generator-Spark Canada Buyer Inc., an affiliate of American Pacific Group, LP, at the special meeting of Shareholders (the "Meeting") held earlier today.
The special resolution approving the Arrangement (the "Arrangement Resolution") was approved at the Meeting by 94.485% of the votes cast by Shareholders present or represented by proxy at the Meeting. To be effective, the Arrangement Resolution required the affirmative vote of at least two-thirds of the votes cast by Shareholders present or represented by proxy at the Meeting. Accordingly, all shareholder approvals required in order to proceed with the Arrangement have been obtained.
Additional details of the voting results will be included in a report of voting results to be filed on SEDAR+ (www.sedarplus.ca) under Spark Power's issuer profile.
The Arrangement is expected to become effective on or about December 5, 2023, subject to, among other things, Spark Power obtaining a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement and the satisfaction or waiver of certain other customary closing conditions. It is expected that, within two to three business days following the completion of the Arrangement, the common shares of Spark Power will be delisted from the Toronto Stock Exchange. Additional details about the Arrangement and the Arrangement Resolution can be found in the management information circular of Spark Power dated November 2, 2023, a copy of which is available on SEDAR+ (www.sedarplus.ca) under Spark Power's issuer profile.
About Spark Power
Spark Power is the leading independent provider of end-to-end electrical services and operations and maintenance services to the industrial, utility, and renewable asset markets in North America. We work to earn the right to be our customers' Trusted Partner in Power. Our highly skilled and dedicated people, located in the communities we serve, combined with our knowledge of the power industry, technology expertise, and commitment to safety, ensures we deliver the right solutions that keep our customers' operations up and running today and better equipped for tomorrow. Learn more at www.sparkpowercorp.com.
Cautionary Note - Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the timing and ability of Spark Power to implement the Arrangement (if at all); the timing and ability of Spark Power to obtain the final order (if at all); the ability of Spark Power and Generator-Spark Canada Buyer Inc.to satisfy the conditions precedent to the completion of the Arrangement (if at all); and the timing to delist the common shares of Spark Power (if at all).
Although Spark Power believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Spark Power, and its management and board of directors, as of the date hereof. Spark Power cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Spark Power will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Spark Power, the current Shareholders, or its future results and performance of Spark Power. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Arrangement, see the Circular available on SEDAR+ (www.sedarplus.ca) under Spark Power's issuer profile and on Spark Power's website.
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this news release. The Arrangement could be modified or terminated in accordance with its terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of Spark Power at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Spark Power disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Spark Power.
Investor and Regulatory Inquiries:
Richard Perri, Executive Vice President & Chief Financial Officer
investor@sparkpowercorp.com
+1 (905) 829-3336
Media Inquiries:
Lauren D'Andrea, Manager of Corporate Communications & Brand
media@sparkpowercorp.com
+1 (416) 902-4393
SOURCE: Spark Power Group Inc.
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