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ZCL Composites to be Acquired by Shawcor

21 January 2019

ZCL Composites is pleased to announce that it has entered into a definitive agreement (the ‘Arrangement Agreement’) with Shawcor a global energy services company, under which Shawcor will acquire all of the issued and outstanding common shares of ZCL by way of a court-approved plan of arrangement (the ‘Transaction’), for a purchase price of $10.00 per share, payable entirely in cash.

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 18 January 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 30 September 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 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."





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