- Consolidates Parkland’s ownership of Sol to 100 percent, simplifying the corporate structure
- Increases Simpson Group’s ownership of Parkland to 19.54 percent, demonstrating its long-term confidence in Parkland, its management team and growth strategy
- On a trailing 12-month basis, adds approximately $110 million of annual adjusted EBITDA to the Parkland International Segment
CALGARY, AB , Aug. 4, 2022 /PRNewswire-HISPANIC PR WIRE/ — Parkland Corporation (“Parkland,” “we,” “Company” or “our”) (TSX: PKI ) announced that it has entered into a share exchange agreement with Simpson Oil Limited (“Simpson Oil”), to exchange the remaining 25 percent of Simpson Oil of Sol Investments SEZC (“Sol”) for 20 million ordinary shares (“Parkland Shares”) in the capital of Parkland (“Share Exchange” ). Following the completion of the Share Exchange, Parkland will hold 100 percent of the securities of Sol, a proven international growth platform spanning 23 countries in the Caribbean region and South America.
“We are excited to have the Simpson family expand their ownership in Parkland,” said Bob Espey, President and CEO. “We appreciate Simpson’s confidence in our growth strategy and long-term vision and are grateful for their continued support of the Parkland team. We are consolidating our ownership of Sol in a way that is immediately accretive to shareholders.”
Simpson Oil has been a Parkland shareholder since 2017 and has increased its stake to beneficially own, directly or indirectly, or exercise control or direction over approximately 14.4 million Parkland shares, representing a 9.24 percent stake. issued and outstanding of Parkland in one undiluted share. base. Upon completion of the Share Exchange, Simpson Oil and, if applicable, its affiliates (collectively, the “Simpson Group”) will own approximately 34.4 million shares of Parkland, representing 19.54 percent of the issued and outstanding shares of Parkland on a pro-forma, non-diluted basis.
“We are delighted to expand our ownership in Parkland,” said Sir Kyffin Simpson CBE, and founder of Simpson Oil. “We have tremendous confidence in the company, its management team and its bright future. We look forward to participating in its continued success as a long-term supporting shareholder with an investment horizon over the next decade and beyond.”
Strategic Reasoning
- Immediately attractive to all Parkland shareholders on a leverage neutral basis
- 20 million Parkland shares will be issued at the prevailing share price
- Valuation of the exchange of shares in accordance with the terms of the call and call options (defined below)
- Supportive shareholder with a long-term investment horizon
- Simplifies Parkland’s corporate structure and reporting
The Stock Exchange is expected to close in 2022, subject to the approval of the Toronto Stock Exchange (“TSX”) and receipt of any other required regulatory approvals. Concurrently with the completion of the Share Exchange, the call and call options available to Simpson Oil and Parkland, respectively, with respect to the remaining 25 percent of Sol’s shares (the “call and call options”) will be terminated.
About Parkland
Parkland’s goal is to empower Travel and Energize Communities. We serve essential needs in our communities, providing our customers with the fuel they depend on to get around, quality food and convenience items, helping them achieve their goals to reduce their environmental impact. Through our portfolio of trusted and locally relevant brands, we serve over one million customers per day across Canada, the United States, the Caribbean region and Central and South America.
In addition to leveraging our supply and storage capacity to provide the fuels our various customers depend on; we are leading our customers in the energy transition. From electric vehicle charging, renewable fuels, solar and carbon offset compliance and trading, we are leaders in helping our customers reduce their environmental impact.
Parkland’s proven strategy focuses on organic growth, our supply advantage, prudent acquisition and successful integration. We are focused on developing our existing business in resilient markets, growing and diversifying our retail business into food, convenience and renewable energy solutions and helping our commercial customers decarbonize their operations. Our strategy is underpinned by our people, as well as our values of safety, integrity, community and respect, which are deeply embedded in our organisation.
Forward looking statement
Certain statements contained in this news release constitute forward-looking information and statements (collectively, “forward-looking statements”). When used in this release, the words “expect,” “will,” “continuation,” “strategy,” “focus” and similar expressions are intended to identify forward-looking statements. In particular, this announcement contains forward-looking statements regarding, among other things: the completion of the Share Exchange and its timing; the expected benefits of the Share Exchange; Simpson Oil’s future expectations for Parkland and its future equity position, including its investment horizon of more than a decade; Parkland’s objectives, projects and business plans and their execution and impact; guiding clients through the energy transition and helping them reduce their environmental impact; Parkland’s strategy focused on organic growth, supply advantage, prudent acquisition and successful integration; and Parkland’s focus on developing its existing business, growing and diversifying its retail business and helping commercial customers decarbonize their operations.
These statements involve known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct, and such forward-looking statements contained in this news release should not be unduly relied upon. These forward-looking statements speak only as of the date of this release. Parkland undertakes no obligation to publicly update or revise any forward-looking statements, except as may be required by securities law. Actual results may differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to: failure to complete the Share Exchange; failure to satisfy the conditions to the closing of the Stock Exchange, including obtaining approval from the TSX and other required regulatory approvals; failure to realize all or any of the anticipated benefits of the Share Exchange; general economic, market and business conditions; competitive action by other companies; refining and marketing margins; ability of suppliers to meet commitments; actions by governmental and other regulatory authorities including but not limited to increased taxes or restricted access to markets; changes and developments in environmental and other regulations; and other factors, many of which are beyond Parkland’s control. See also the risks and uncertainties described in “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” included in Parkland’s Revised Annual Information Form dated March 17, 2022, and “Forward-Looking Information” and “Factors of risk” included in the Q2 2022 MD&A dated August 4, 2022 and the Q4 2021 MD&A dated March 3, 2022, each filed on SEDAR and available on Parkland’s website at www.parkland.ca.
