LOGISTEC enters agreement to be acquired by Blue Wolf Capital Partners

(Posted on 19/10/23)

LOGISTEC Corporation have announced that it has entered into an arrangement agreement with 1443373 B.C. Unlimited Liability Company, 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, 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.

LOGISTEC is based in Montréal (QC) and provides specialized services to the marine community and industrial companies in the areas of bulk, break-bulk and container cargo handling in 60 ports and 90 terminals located in North America.

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.”

“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.

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.