SolarBank Corporation entered into a definitive agreement to acquire Solar Flow-Through L.P. for CAD 37.21 million.
The Transaction will be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require approval at a special meeting expected to be held in April, 2024 by: (i) 66 2/3% of the votes cast by SFF common shareholders and 66 2/3% of votes cast by holders of SFF tracking shares (the "SFF Tracking Shares") present in person or represented by proxy, voting together as a single class; (ii) 66 2/3% of the votes cast by SFF common shareholders present in person or represented by proxy, voting together as a separate class; and (iii) 66 2/3% of the votes cast by holders of SFF Tracking Shares present in person or represented by proxy, voting together as one separate class. The Board of Directors of SolarBank have unanimously approved the Transaction. The Board of Directors of SFF have unanimously approved the Transaction, with SFF directors recommending that SFF shareholders vote in favour of the Transaction. The Transaction is subject to normal course regulatory approvals and the satisfaction of customary closing conditions. Subject to the satisfaction of these conditions, SolarBank expects that the Transaction will be completed during the second calendar quarter of 2024. The Company will pay an advisory fee in connection with the closing of the Transaction. In calendar year 2023, SFF reported revenue of CAD 9.2 million. Evans & Evans, Inc. has provided a fairness opinion to the Board of Directors of SFF. Jamie Kariya of Blake, Cassels & Graydon LLP acted as legal advisor to SolarBank. Eric Doherty of Borden Ladner Gervais acted as legal advisor to Solar Flow.