Xebec Launches Hydrogen Strategy with Transformative Acquisition of HyGear, $100 Million Bought Deal Public Offering and $50 Million Concurrent Private Placement with CDPQ

Xebec Adsorption Inc. (TSXV: XBC) (“Xebec” or the "Corporation"), a global provider of clean energy solutions, is pleased to announce it has entered today into a definitive agreement to acquire all of the issued and outstanding shares of Green Vision Holding B.V., the parent company of HyGear Technology and Services B.V. (“HyGear”) in the Netherlands for consideration of €82.0 million (approximately $127.3 million) and the assumption of €18.4 million (approximately $28.6 million) in net debt (the “Acquisition”), of which HyGear shareholders are to receive approximately $65.2 million in cash and 10,301,824 Xebec common shares (“Common Shares”) at a price of $6.03 per share. The cash portion of the Acquisition will be funded by way of a $100 million bought deal public offering of subscription receipts (“Subscription Receipts”) and a concurrent private placement of $50 million for aggregate gross proceeds of approximately $150 million (the public offering and concurrent private placement being, collectively, the “Offering”), as further described below. More than 80% of the Common Shares received as consideration by HyGear shareholders will be subject to contractual lock-up restrictions, and all of the Common Shares received as consideration by HyGear shareholders will be subject to a statutory four-month hold period in accordance with Canadian securities laws.

The acquisition of HyGear positions Xebec to execute and accelerate its distributed renewable gas strategy. The acquisition of new hydrogen technology, and the access to new markets will enable Xebec to launch a commercially viable green hydrogen product offering.

HyGear Acquisition Overview and Rationale

Global leader in decentralized and onsite hydrogen generation systems
HyGear was founded in 2002 with the mission to develop cost-effective gas supply by energy efficient on-site generation technologies. The first of these technologies was a containerized, small-scale version of the conventional SMR plants deployed in centralized facilities. Success was quickly realized by helping customers cut out the costliest component of hydrogen, namely transportation. To date, the company achieved significant product market fit and has deployed 66 hydrogen generation installations (with 12 under construction) to customers such as Philips, Plug Power, Praxair, AGC, PMG, Guardian, Global Tungsten & Powders, Exxon Mobil, Shell, Osram and Saint-Gobain.

Robust cleantech IP portfolio and research teams to accelerate hydrogen generation market entry
With the transaction, Xebec will acquire a portfolio of intellectual property and research teams dedicated to hydrogen generation from both SMR and electrolyzer based pathways, as well as on-site industrial gas recycling. HyGear has received 14 patents, which ensure a competitive advantage and are a consequence of successfully executing 108 Research and Development (“R&D”) projects. R&D is expected to continue, in particular on the electrolysis side, to drive down costs of the equipment and improve overall system efficiency. This will allow Xebec to accelerate its entry into the hydrogen generation market with capabilities in designing, constructing, and operating facilities with these new technologies and teams.

Impactful hydrogen production and emissions reductions
Besides cost savings, the combined output of HyGear’s installations is more than 15,000,000 Nm3 of hydrogen per year. The average system saves approximately 27,000 km of transportation and approximately 60,000 KG of CO2 per year. Emissions can be further reduced when using a renewable natural gas feedstock as opposed to fossil natural gas. As a result, a carbon-neutral green hydrogen output can be achieved, and future carbon capture, utilization and storage (CCUS) technologies can reduce emissions even further. In addition, HyGear’s gas recycling systems are able to capture and purify spent gases and feed them back into industrial processes. This reduces the need for fresh gases, leading to a further reduction of CO2 and other harmful emissions.

Profitable business model with one-time equipment and recurring Gas-as-a-Service (GaaS) revenue streams
HyGear is leveraging its profitable industrial customer base to provide a platform to grow the emerging hydrogen refueling business. HyGear’s business model includes selling turnkey equipment, offering Gas-as-a-Service, executing on R&D projects, and providing maintenance and service. All of these revenue streams provide attractive unit economics and will support Xebec’s overall rapid expansion. HyGear generated €11.4 million of revenues, €3.4 million of EBITDA and €2.5 of operating income in 2019 and is expected to experience double-digit annual revenue growth from 2019 to 2021 and maintain strong EBITDA and operating income margins.

Two Non-Binding Letters of Intent Executed for Additional Acquisitions
Xebec has also executed a non-binding letter of intent to acquire a leading industrial gas generation technology and manufacturing business, as well as a non-binding letter of intent to acquire a specialty compressed air and air treatment services company (together, the “LOI Acquisitions”). The aggregate purchase price for the LOI Acquisitions (excluding closing costs) is anticipated to be between $35 million and $60 million. As of the date hereof, the parties are in advanced stages of negotiation and it is anticipated that the definitive purchase agreements with respect to the LOI Acquisitions are likely to be executed by the parties in the near term.

While there can be no assurance that the LOI Acquisitions will become subject to binding purchase agreements, Xebec currently expects the transactions to proceed and is announcing today the LOI Acquisitions as it intends to use a small portion of the net proceeds of the Offering to satisfy the purchase price (or a portion thereof) for each of the LOI Acquisitions. The LOI Acquisitions, however, remain subject to the risk that they may not result in the signature of definitive binding agreements or be completed, or that the signing and closing may be delayed beyond the near term, and are otherwise subject to the cautionary and forward-looking statements disclosure below.  

Bought Deal Public Equity Offering and Private Placement
To finance the payment of the cash consideration of the Acquisition, Xebec has entered into an agreement with a syndicate of underwriters co-led by Desjardins Capital Markets and TD Securities Inc. acting as joint bookrunners (collectively, the “Underwriters”) to sell, on a bought deal basis, 17,250,000 Subscription Receipts at a price of $5.80 per Subscription Receipt (the “Offering Price”) for gross proceeds of approximately $100,050,000 (the “Public Offering”).

Xebec has granted the Underwriters of the Public Offering an over-allotment option to purchase up to an additional 2,587,500 Subscription Receipts to cover over-allotments, if any, for a period of 30 days following the closing of the Public Offering. If the over-allotment option is exercised in full by the Underwriters, gross proceeds from the Public Offering will be up to $115,057,500.

In addition, the Corporation has entered into a subscription agreement with CDPQ, pursuant to which Xebec and CDPQ have agreed that CDPQ will purchase on a “private placement” basis in Canada, Subscription Receipts at the Offering Price for gross proceeds to Xebec of approximately $50 million upon closing (the “Concurrent Private Placement”). Xebec has also granted CDPQ an option to purchase up to an additional 15% Subscription Receipts in the event that the Underwriters exercise their over-allotment option under the Public Offering. If the additional subscription option is exercised in full by CDPQ, gross proceeds from the Concurrent Private Placement will be up to approximately $57.5 million. The Subscription Receipts sold pursuant to the Concurrent Private Placement (and the underlying Common Shares) will be subject to a statutory four-month hold period following the Closing of the Offering. Desjardins Capital Markets and TD Securities Inc. are acting as joint bookrunning agents on the Concurrent Private Placement.

Each Subscription Receipt will entitle the holder thereof, for no additional consideration and without further action on the part of the holder, to receive one Common Share of Xebec, upon the completion of the Acquisition. The proceeds of the Public Offering and the Concurrent Private Placement will be held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or prior to February 28, 2021, the net proceeds of the Public Offering and the Concurrent Private Placement will be released and the Subscription Receipts will be exchanged on a one-for-one basis for Common Shares for no additional consideration or further action. The Acquisition is subject to, among other things, customary closing conditions, which include the approval from the TSX Venture Exchange, and the availability of the financing required to pay the applicable cash portion of the purchase price relating to the Acquisition. Closing is also subject to a condition for the benefit of the Corporation that there has been no material adverse effect on HyGear and its subsidiaries.

The net proceeds of the Offering will be used to fund the cash consideration payable pursuant to the Acquisition, to fund potential future acquisitions (including the LOI Acquisitions) and for general corporate purposes. The Acquisition is expected to close on or about December 30, 2020. The Acquisition has been unanimously approved by the Board of Directors of Xebec and is subject to regulatory approval and other customary closing conditions, including those set forth above.

The Subscription Receipts under the Public Offering will be offered in all provinces of Canada pursuant to a short-form prospectus and in the United States by way of private placement to "qualified institutional buyers" in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (the "U.S. Securities Act"). The issuance of the Subscription Receipts and underlying Common Shares pursuant to the Public Offering and Concurrent Private Placement are subject to customary approvals of applicable securities regulatory authorities, including the approval of the TSX Venture Exchange. Completion of the Public Offering is subject to a number of conditions, including the concurrent closing of the Concurrent Private Placement and, similarly, completion of the Concurrent Private Placement is also subject to a number of conditions, including the concurrent closing of the Public Offering. Closing of each of the Public Offering and the Concurrent Private Placement is expected to occur on or about December 30, 2020.

Neither the Subscription Receipts nor the underlying Common Shares offered have been, and they will not be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), as amended, and such securities may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Subscription Receipts or the underlying Common Shares. The offering or sale of the Subscription Receipts and the underlying Common Shares shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The transactions contemplated herein are all arm’s length transactions.

Advisors
Desjardins Capital Markets and TD Securities Inc. acted as financial advisors on the Acquisition and Osler, Hoskin & Harcourt LLP acted as legal advisor to the Corporation, Stikeman Elliott LLP acted as legal advisor to the Underwriters and Norton Rose Fulbright Canada LLP acted as legal advisor to CDPQ.

Cautionary Statement 
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, and subject to risks and uncertainties. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “seeks”, “expects”, “estimates”, “intends”, “anticipates”, “believes”, “could”, “might”, “likely” or variations of such words, or statements that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “will be taken”, “occur”, “be achieved” or other similar expressions. Forward-looking statements also include, but are not limited to, the statements regarding Xebec’s business objectives, expected growth, results of operation, performance and financial results, statements with respect to the Acquisition, the Public Offering and the Concurrent Private Placement, including to their expected timing and completion, statements with respect to the anticipated benefits of the Acquisition and Xebec’s ability to successfully integrate the Acquisition and the expected financial performance and future revenues related thereto. Forward-looking statements, including statements concerning future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and future prospects as well as the expectations of management of Xebec with respect to information regarding the business and the expansion and growth of Xebec operations, involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to business and economic factors and uncertainties, and other factors that could cause actual results to differ materially from these forward-looking statements, including the relevant assumptions and risks factors set out in Xebec's public documents, including in the most recent annual management discussion and analysis and annual information form, filed on SEDAR at www.sedar.com. Furthermore, should one or more of the risks, uncertainties or other factors materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or information. These risks, uncertainties and other factors include, among others, the uncertain and unpredictable condition of global economy, notably as a consequence of the Covid-19 pandemic, Xebec’s capacity to generate revenue growth, the availability to Xebec of financing and credit alternatives and access to capital, Xebec’s capacity to meet all its other commitments and business plans, Xebec’s limited number of customers, the potential loss of key employees, changes in the use of proceeds from the Public Offering and Concurrent Private Placement, failure to complete the Acquisition, the Public Offering or the Concurrent Private Placement, the possible failure to realize the anticipated benefits from the Acquisition, changes in the terms of the Acquisition, increased indebtedness, transitional risks, acquisition integration related risks, loss of certain key personnel from HyGear, potential undisclosed costs or liabilities associated with the Acquisition, the information provided by HyGear not being accurate or complete, changes in exchange rates, changes in general economic conditions, share price volatility, and other factors. Although Xebec believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed times frames or at all. Except where required by applicable law, Xebec disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Other Non-IFRS Measures
This press release refers to financial measures that are not recognized under International Financial Reporting Standard (“IFRS”). A non-IFRS financial measure is a numerical indicator of a company's performance, financial position or cash flow that excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts that are included or excluded in most directly comparable measures calculated and presented in accordance with IFRS. Non-IFRS measures do not have any standardized meaning under IFRS and therefore are unlikely to be comparable to similar measures presented by other companies having the same or similar businesses.

The Corporation believes these measures are useful supplemental information. The following non-IFRS measures are used by the Corporation in this press release: EBITDA and EBITDA margin of HyGear.

Please find below definitions of non-IFRS financial measures used by herein:

“EBITDA” means the earnings before interest, income taxes, depreciation and amortization, where interest is defined as net finance costs as per the consolidated statement of comprehensive income.

“EBITDA margin” being EBITDA as a percentage of revenues.