ProSep Inc. and Produced Water Absorbents, Inc. (“PWA”) announced have entered into an Asset Purchase Agreement (“APA”), pursuant to which PWA will acquire substantially all of the assets of ProSep, including all of the outstanding shares of the Company’s subsidiaries, for an aggregate consideration of $9,200,000 (the “Sale Transaction”).
The Sale Transaction is expected to be implemented through a Court-supervised process. To that end, ProSep intends to apply for an Order from the Superior Court of the Province of Quebec (Commercial Division) (the “Court”) to initiate proceedings under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”). The completion of the Sale Transaction will be subject to obtaining approval of the sale and a vesting order from the Court. The Sale Transaction is expected to close within 10 business days following the receipt of the approval and vesting order from the Court.
“This process will not affect the Company’s day-to-day operations. ProSep’s subsidiaries will not be subject to the CCAA proceedings. ProSep’s subsidiaries has access to the funding necessary to maintain operations and the business will continue without disruption during this period. ProSep’s subsidiaries will continue to fulfill their obligations to their customers and suppliers,” ProSep said.
Stikeman Elliott LLP is legal counsel to ProSep. McCarthy Tétrault LLP is acting as legal counsel for PWA.
ProSep is a technology-focused process solutions provider to the upstream oil and gas industry. ProSep designs, develops, manufactures and commercializes technologies to separate oil, water and gas generated by oil and gas production.
Press Release, October 25, 2013