- Circa Enterprises (CTO) has signed an agreement for the amalgamation of Circa and 2023 Sicame Amalco (SubCo)
- When completed, Circa and SubCo will continue as one corporation that is expected to be renamed “Hydel Inc.” (Amalco) and be wholly owned by Sicame Canada
- The total base consideration payable by Sicame Canada in connection with the amalgamation is $26,500,000
- Concurrently, Circa and Guardian Telecom signed an asset purchase agreement for the sale of the Circa telecom business and related assumed liabilities to Guardian
- Circa Enterprises Inc. (CTO) opened trading at $1.50 per share
Circa Enterprises (CTO) has signed an agreement for the amalgamation of Circa and 2023 Sicame Amalco (SubCo).
Circa signed the proposed amalgamation agreement with Sicame Canada Holdings Inc. and 2023 Sicame Amalco Inc. (SubCo), a wholly-owned subsidiary of Sicame.
Sicame Canada and Subco are subsidiary entities of Sicame Group SAS, a worldwide industrial group specializing in products and services related to the transmission and distribution of electrical energy.
If the amalgamation is successful, Circa and SubCo will continue as one corporation that is expected to be renamed “Hydel Inc.” (Amalco) and be wholly owned by Sicame Canada.
When the amalgamation is completed, Sicame Canada will be the sole shareholder of Amalco, and the Circa shareholders will each receive a cash payment from Sicame Canada equal to their pro rata portion of the total consideration paid by Sicame Canada.
The total base consideration payable by Sicame Canada in connection with the amalgamation is $26,500,000 but is subject to a number of adjustments. As a result of such adjustments, the total consideration receivable by Circa shareholders will not be definitively known until shortly before the completion of the amalgamation but is expected to be in the range of $2.10 to $2.20 per Circa common share.
Concurrently, Circa and Guardian Telecom Ltd. signed an asset purchase agreement for the sale of the Circa telecom business and related assumed liabilities to Guardian.
This asset purchase agreement has been contemplated in the amalgamation agreement, and the sale of the Circa telecom business is intended to close immediately following the closing of the amalgamation.
“We are pleased to present this proposal to the company’s shareholders, including our largest shareholder, who is supportive of the transaction,” said Cory Tamagi, President and CEO of Circa.
“The offer by Sicame Canada provides an excellent liquidity event and opportunity for shareholders to realize fair compensation for the underlying value of the company,” he added.
Circa Enterprises Inc. is a Calgary-based company that designs, manufactures and supplies telecommunications equipment, cable and connectivity products, metal enclosures, electrical equipment, and other goods to customers in the telecommunications, electrical, and construction industries.
Circa Enterprises Inc. (CTO) opened trading at $1.50 per share.
