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Logistec completes transaction with minority shareholders of Sanexen

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Client

Logistec Corporation

On March 24, 2016, Logistec Corporation completed a transaction with the minority shareholders of Sanexen Environmental Services Inc., a subsidiary of Logistec, to acquire the remaining 29.8% equity interest that it did not already own in Sanexen for an aggregate price of approximately $43.76 million.
 
As part of the transaction, the minority shareholders of Sanexen, consisting of 12 management team members, exchanged their common shares in the capital of Sanexen for preferred shares of Sanexen having an aggregate value of approximately $43.76 million, resulting in Logistec holding 100% of the common shares in the capital of Sanexen. The preferred shares issued to the minority shareholders of Sanexen do not carry any voting or dividend right.
Immediately following the share exchange, Logistec and the minority shareholders of Sanexen have entered into a put and call option agreement pursuant to which Logistec was granted call options, exercisable in whole or in part at any time, to acquire from the minority shareholders approximately $15.92 million of preferred shares of a first class for cash, and to acquire from the minority shareholders approximately $27.84 million of preferred shares of a second class in exchange for a fixed number of Class B subordinate voting shares in the capital of Logistec. Pursuant to the agreement, each minority shareholder of Sanexen was granted a put option to sell to Logistec his preferred shares of the first class upon certain events, including termination of employment, and a put option to sell to Logistec his preferred shares of the second class as to 1/5 on each of the first five anniversaries of the signature of the agreement, at the same price as the call options granted to Logistec. A discount may be applied to the purchase price in certain circumstances.
 
Logistec is based in Montréal and provides specialized services to the marine community and industrial companies. It offers bulk, break-bulk and container cargo handling in some 30 ports and 40 terminals located in eastern North America. In addition, Logistec offers marine transportation services geared primarily to the Arctic coastal trade, short-line rail transportation services, as well as marine agency services to foreign shipowners and operators serving the Canadian market. Its Sanexen subsidiary operates in the environmental sector where it provides services to industrial, municipal and governmental customers for the trenchless structural rehabilitation of underground water mains, regulated materials management, site remediation, risk assessment, and manufacturing of woven hoses. A public company since 1969, Logistec’s shares are listed on the Toronto Stock Exchange (TSX) under the ticker symbols LGT.A and LGT.B.
 
Fasken Martineau represented Logistec with a team that included Jean Michel Lapierre, Marie-Ève Clavet and Alain Ranger.

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