Superior Plus Corp. and Certarus Ltd. have entered into a definitive arrangement agreement for Superior to acquire Certarus for a total acquisition value of $1.05 billion.
Under the terms of the Acquisition, Superior will acquire all the outstanding common shares of Certarus, representing an equity value of $853 million and assume Certarus’ outstanding senior bank credit and leases with a total value of $196 million. The Certarus shareholders will receive $353 million in cash and $500 million of Superior common shares priced at $10.25 per share, representing approximately 17% pro forma ownership. The transaction has been unanimously approved by the Board of Directors of both Superior and Certarus and is expected to close in the first quarter of 2023, subject to customary closing conditions.
Certarus is a rapidly growing North American distributor of over-the-road low carbon fuels, including CNG, RNG and hydrogen. Through the use of mobile storage units (“MSUs”), Certarus delivers low cost and low carbon intensity (“CI”) energy alternatives to its customers. Certarus’ MSUs are interchangeable between CNG, RNG and hydrogen giving Certarus flexibility to service its customers across North America as they transition away from diesel and other distillates. Certarus provides a virtual pipeline to its customers that do not have infrastructure in place or are in need of supplemental infrastructure. Revenue is generated from fees for service to provide its lower cost and lower CI fuels, directly passing on changes in the commodity cost of its fuels to customers.
“The acquisition of Certarus is a highly strategic and transformative transaction for Superior as it represents an exciting opportunity for significant organic growth and provides our existing and new customers with the ability to meet their ESG goals through our low carbon energy distribution platform,” said Luc Desjardins, Superior’s President and CEO. “With our execution on the Superior Way Forward strategic initiatives in the past 24 months, we are ahead of our timing to achieve $700 million to $750 million in EBITDA from operations3 as we now expect to reach the lower end of the target by 2024.”
Curtis Philippon, Certarus’ President and CEO stated, “we are excited to be joining the Superior team. Certarus will benefit from Superior’s scale, portable fuel distribution expertise, and a shared commitment to safety. The joining of our businesses creates a strong platform upon which we can continue to grow and provide decarbonization solutions, including RNG and hydrogen.”
“We are thrilled to partner with Curtis and the team at Certarus,” said Angelo Rufino, Brookfield’s nominee on Superior’s board of directors and a member of Superior’s ad hoc Committee to evaluate Certarus. “Certarus’ low carbon and alternative fuel distribution platform provides an exciting new organic avenue of growth for Superior Plus and will further assist our core customers as they transition to a lower carbon future.”