Offsetters Signs Share Exchange Agreement to Acquire Assets of Forest Finance Service GmbH
June 23, 2015, Vancouver, British Columbia: Offsetters Climate Solutions Inc. (“OCS” or the “Company”) (TSX-V: COO) is pleased to announce that it has signed a Share Exchange Agreement (the “SEA”) for the acquisition (the “Acquisition”) of certain assets of Forest Finance Service GmbH of Germany (“Forest Finance”) as announced in the press release dated February 5, 2015. The Acquisition, detailed below, is expected to close around the first week of July, 2015, subject to final TSX Venture Exchange (the “Exchange”) approval. The combined company will be a global leader in sustainable agroforestry investments, focusing on carbon, cacao, timber and related products.
Under the terms of the SEA entered into by Offsetters and Forest Finance, the Company will purchase the following assets from Forest Finance:
- 100% of the equity in ForestFinest Consulting GmbH (“ForestFinest”) of Germany, which is a leading international consultancy service provider for sustainable land use projects in the managed forest and agroforestry space. ForestFinest is responsible for implementing and managing all of Forest Finance’s projects to date. The ForestFinest acquisition includes 100% of the equity in the CO2OL Natural Carbon Collection (“COOL”) brand, which is a wholly-owned business of Forest Finance. COOL assists companies with the development and successful implementation of practical and sustainable climate protection strategies, including the use of voluntary carbon offsets.
- 15% of the equity in Forest Finance France SAS, which is responsible for sales and services of Forest Finance in France.
Under the terms of the SEA, Forest Finance will be compensated up to a maximum of 16.815 million common shares of Offsetters in exchange for the acquired assets, valuing the assets at a maximum of CDN $840,750 using a share price of CDN $0.05 per common share. Forest Finance will receive these shares in two separate tranches, reflecting audited financial performance of the acquired assets over the 2014 and 2015 financial periods.
Upon closing, the Exchange has authorized Offsetters to issue an initial 11,633,500 shares to Forest Finance, which corresponds to a 5X multiple of free cashflow achieved by the acquired companies in their audited 2014 financial year. Forest Finance can earn up to an additional 5,181,500 common shares provided these assets achieve audited 2015 cashflows of at least 154,173€ (CDN $219,965). The SEA has established a formula, based on the average of free cashflow from 2014 and 2015, to determine the required cashflow necessary for a maximum allowable second tranche issuance of common shares.
Upon completion of the second tranche of the Acquisition, it is expected that Offsetters will have approximately 49 million shares outstanding (and up to 58 million on a fully diluted basis).
The common shares exchanged under the SEA are subject to Lock-Up Agreements with their recipients. This agreement has been voluntarily entered into by Forest Finance. The Lock-Up Agreement prohibits Forest Finance from directly or indirectly transferring, offering, granting an option or right in respect of, or the disposal of any consideration share issued to Forest Finance by the Company in connection with the Acquisition, for a period of 24 months following the closing of the Acquisition, unless otherwise granted through written consent of the Company.
Non-Competition and Non-Solicitation Agreements
Given that the principals of Forest Finance, ForestFinest, and Forest Finance France SAS may become significant OCS shareholders following the closing of the Acquisition, they have voluntarily entered into Non-competition/Non-Solicitation Agreements with the Company, where for a period of two years from the date of entering into the SEA, each individual will not directly or indirectly operate, be engaged in, involved in or have an interest in, whether actively or as an investor or advisor, any business or venture that competes with the business of the Company, anywhere in the world. Equally, each signatory will not solicit the business of any person known to him/her to be an existing client of the business at the time of execution of the SEA, for a period of 24 months. Each of the principals will continue to operate in their present role and capacity of their respective company following the closing of this Acquisition, and are expected to remain in these roles for the foreseeable future.
Closing of the Acquisition
The signed SEA and related materials shall be delivered to the Exchange for final review. Upon receiving conditional approval to close, the parties to this Acquisition shall endeavour to complete and deliver all necessary closing documents as required by the SEA. Upon the mutual exchange and delivery/acceptance of required shares certificates and share registry updates, the Acquisition will be finalized. This is expected to happen around the first week of July, at which point the Company shall issue a news release confirming the closing of the transaction.
“We are very excited to have completed these agreements and we are even more excited to complete the transaction and move forward with an ambitious agenda and expanded focus,” commented James Tansey, CEO of Offsetters. “We have assembled a world class team of agroforestry and carbon experts to address and respond to a growing corporate demand for sustainable commodities - which helps drive the long term investment needed for the protection of the globe’s productive forests.”
There was no finder's fee or other similar fee payable to any person or party with respect to the Transaction. Filings related to this announcement can be found at www.sedar.com.
James Tansey, Ph.D.
President and CEO
Offsetters Climate Solutions Inc.
About Forest Finance Service GmbH
The Forest Finance group is the leading forest direct investment provider in Europe with a forest and agro-forest area of over 16,000 hectares, more than 15,000 customers, investments amounting to roughly 100 million USD, and more than 20 years of experience in the development of ecological forest and agro-forest investments. In 2003, ForestFinance established The Tree Savings Plan, which allows investors to make sustainable investments in ecologically renewable raw materials, combined with financial returns. More than 6,000 TreeSavers save forests on a regular basis. ForestFinance has planted ecologically mixed forests in Panama since the 1990’s, and has expanded development to Colombia, Peru and Vietnam, converting the value of these certified and sustainably managed forests into economic and ecological investment products. For more information, please visitwww.forestfinance.de/en/home/.
About ForestFinest Consulting GmbH
ForestFinest Consulting is a leading consultancy service provider for sustainable land use projects. With a highly qualified core team and a wide network of leading experts, we assist companies, impact investors, non-governmental and public organizations in the development, implementation, management and certification of forestry, agroforestry and carbon forestry projects worldwide. As a member of the ForestFinance Group, ForestFinest Consulting has a substantial track-record not only in feasibility studies and research, but in real projects, improving the compatibility of economic success and positive social and ecological impacts. For more information, please visitwww.forestfinestconsulting.com.
Corporate climate protection is a process - and CO2OL is your partner, showing you the first steps and a successful strategy.Since 1998, CO2OL has offered concrete solutions and products for an effective realisation of climate protection strategies to companies and individuals. In accordance with the CO2OL principle, we offer a service portfolio ranging from the determination of carbon footprints to carbon reduction and compensation measures to green communication. All of these measures complement each other and are designed to form a comprehensive climate protection strategy. This is a big challenge, but also a great opportunity for the successful future of your company. For more information, please visit www.co2ol.de/en/home/.
About Offsetters Climate Solutions Inc.
Offsetters is Canada’s largest and most diversified carbon management solutions company. Its team of industry leaders specializes in the origination, development and commercialization of high-quality carbon offset projects, and through a comprehensive offering of sustainability consultancy services Offsetters helps organizations understand, reduce and offset their climate impact. A merger of ERA Carbon Offsets and Offsetters, Offsetters is based in Vancouver, Canada and has worked with over 150 of the world’s most prestigious organizations including Aimia, Vancity, lululemon athletica, Catalyst Paper, Harbour Air, HSE - Entega, and Shell Canada Limited. Offsetters is publicly listed company on the TSX Venture Exchange (TSX-V:COO) and in Frankfurt:9EA. For more information, please visit us at www.offsetters.ca.
For further information, please contact:
Offsetters Climate Solutions Inc.
Suite 1000 - 675 West Hastings Street,
Vancouver BC, V6B 1N2
FORWARD LOOKING STATEMENTS AND DISCLAIMERS
This news release contains certain forward-looking statements and information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws, including, without limitation, the planned acquisition by the Company of the assets described above and the timing thereof; the effect of the acquisition on the Company including the expected strengthening of the Company’s position in the carbon management solutions and global agroforestry industry providing the Company with an expanded footprint; the nature of expected synergies; the expected market; the anticipated accretive nature of the transaction; and the amount and nature of the final consideration. Forward-looking statements, which may be identified by words including, without limitation, “will”, “anticipated”, “expected”, “to create”, “to make”, “to join”, “look forward”, and other similar expressions, are intended to provide information about management’s current plans and expectations regarding the Acquisition.
Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties that may cause actual results or events to differ materially from those anticipated and no assurance can be given that these expectations will be realized, and undue reliance should not be placed on such statements. Risk factors that could cause actual results or events to differ materially from the forward-looking statements include, without limitation, that the Company’s assumptions in making forward-looking statements may prove to be incorrect; the Acquisition may not close as anticipated or at all; that required regulatory approvals may not be obtained; risks relating to the satisfaction of the conditions to closing the Acquisition; that future results may vary from historical results; and that market competition may affect the outcome of the Acquisition and the business, results and financial condition of the Company post-Acquisition.
Certain material factors or assumptions are applied in making the forward-looking statements, including, without limitation, the assumption that future results, including without limitation, sales and financial results, will be similar to past results; the expectation related to future general economic and market conditions; the assumption that no adverse material changes will occur in the business to be acquired or the markets in general; the assumption that all required regulatory approvals will be obtained; and the assumption that the timing of events will occur as anticipated. Forward-looking statements and information are based on the beliefs, assumptions and expectations of the Company’s management on the date of this news release, and the Company does not assume any obligation to update any forward-looking statement or information should those beliefs, assumptions or expectations, or other circumstances change, except as required by securities law.
Any websites referenced or linked in this press release are for convenience only and the Company does not endorse such websites nor assume any liability for the information contained therein. The information contained in this press release regarding Forest Finance Service GmbH, ForestFinest Consulting GmbH, Forest Finance France SAS and the business of CO₂OL and their boards, investors and management team has been provided solely by Forest Finance and the Company disclaims any liability with respect to such information.
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.
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