Xebec Adsorption Inc., a global provider of clean energy solutions, announces that 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. in the Netherlands for consideration of approximately $127.3 million and the assumption of approximately $28.6 million in net debt, of which HyGear shareholders are to receive approximately $65.2 million in cash and 10,301,824 Xebec 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 and a concurrent private placement of $50 million for aggregate gross proceeds of approximately $150 million, 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.
“I am excited to be announcing the launch of our hydrogen strategy today with this transformative acquisition. HyGear is strategic in nature and gives us an enormous amount of potential to grow as we accelerate our entry into the industrial hydrogen and hydrogen fuel markets,” said Kurt Sorschak, Chairman, CEO and President of Xebec Adsorption Inc. “I couldn’t be happier with the quality of this acquisition because of its sustainable business model and its ability to deliver attractive profitability today. HyGear will help us execute our renewable gas strategy and gives us a unique technology platform, access to European markets and the potential to realize and create significant product and sales synergies.”
“Ultimately, we believe that hydrogen will be the dominant gas and energy carrier of the future. HyGear has built an outstanding business by first selling to industrial customers and then using the same technology to deliver solutions to the nascent hydrogen refueling industry. Their steam methane reforming (SMR) technology is unique in the sense that it is decentralized, small-scale and can produce cost-effective onsite hydrogen from natural gas. HyGear reduces the need to truck in hydrogen by producing it at the source of use, saving on costs, and most importantly, CO2 and NOx emissions. This results in cost savings of approximately 40% to 75% per Nm3 of hydrogen delivered and an annual reduction of approximately 60,000 KG of CO2 emissions per system. Their reference base of 66 active hydrogen generation installations worldwide is impressive and makes them the world leader.”
“Furthermore, by using Xebec’s technologies to provide a renewable natural gas (RNG) feedstock, we can create a commercially viable green hydrogen offering for customers today. HyGear has deployed this solution to fueling stations across Europe and has shown that the total cost of ownership and emissions are lower than electrolyzer based systems. As we progress into the next decade and beyond, we expect the costs of electrolyzers to come down and to see their accelerated deployment. Today, an SMR based approach with RNG is one of the most cost competitive green hydrogen pathways available. With this transaction, we will also be acquiring electrolyzer based technologies, partnerships and know-how in support of the company’s longer-term outlook as electrolyzers mature. HyGear rounds out Xebec’s renewable gas generation technology portfolio and gives the company a viable, credible and competitive hydrogen business model.”
“This is the boldest move in the company’s history, with the objective to make Xebec a worldwide renewable gas leader. We’re also very happy to have the strategic support of CDPQ, a large long-term institutional investor who also shares the same vision. As a result, we are now uniquely positioned to leverage a recurring, profitable, and industrial client base to support our growth in renewable natural gas and hydrogen. I’d like to congratulate everyone on all their hard work and give HyGear a warm welcome to the Xebec family,” added Mr. Sorschak.
“By taking a stake in Xebec, CDPQ is contributing to the development of Québec expertise in transitioning toward sources of renewable energy,” said Kim Thomassin, Executive Vice-President and Head of Investments in Québec and Stewardship Investing at CDPQ. “Xebec possesses high-quality assets and has attained an enviable position in its industry, and CDPQ is pleased to support its international expansion.”