Parent Enters Into Agreement To Sell Retail Power & Gas Business

Note: The following story was first posted at 8:40 p.m. on October 4, with an alert to our email subscribers

ONEnergy Inc. (ONEnergy or the Company) announced that it has entered into a definitive agreement with C Wave Power & Gas Inc. (C Wave) under which C Wave will acquire ONEnergy’s U.S. Gas & Power retail supply business (the Transaction) for cash consideration of U.S. $9.7 million, subject to customary post-closing adjustments.

To satisfy any claims that may arise under the definitive agreement, U.S. $0.3 million of the cash consideration will be paid into escrow for an 18 month period following the close of the Transaction.

The proceeds from the Transaction will be used to repay the Company’s credit facility, transaction costs and other liabilities of approximately U.S. $8.9 million.

C Wave will acquire all the outstanding common shares of Sunwave USA Holdings Inc., which together with its subsidiaries, forms ONEnergy’s U.S. Gas & Power business

The U.S. Gas & Power business comprises the Company’s U.S. retail energy supply business with electricity customers in Connecticut, Pennsylvania, Massachusetts and Ohio, under the brand name Sunwave Gas & Power

As required under the policies of the TSX Venture Exchange (the Exchange), the Transaction will be subject to the approval of the Company’s shareholders and the Exchange. ONEnergy is completing a management information circular for a special meeting of shareholders (Shareholders’ Meeting) to consider the Transaction, which will include additional details regarding the Transaction and the use of proceeds from the Transaction. The Shareholders’ Meeting is expected to be held in November 2018.

The Transaction is also subject to the receipt of required regulatory approvals and consents, including approval by the United States Federal Energy Regulatory Commission, and the satisfaction of the other closing conditions described in the definitive agreement.

Trading in the common shares of ONEnergy remains halted until the completion of the previously announced transaction with the Suske Parties.