NAPEC Inc. Announces Securityholders Approval of the Arrangement With an Affiliate of Oaktree and Receipt of Regulatory Approval

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DRUMMONDVILLE, QUÉBEC–(Marketwired – Feb. 5, 2018) – NAPEC Inc. (“NAPEC” or the “Company“) (TSX:NPC) announced today that its shareholders (the “Shareholders“) and warrantholders (the “Warrantholders” and, together with the Shareholders, collectively, the “Securityholders“) have approved the resolution (the “Arrangement Resolution“) authorizing the previously announced statutory arrangement under the Canada Business Corporation Act (the “Arrangement“) pursuant to which funds managed by Oaktree Capital Management, L.P. (“Oaktree“) will acquire all of the issued and outstanding common shares of NAPEC for $1.95 in cash per share (the “Consideration“). In addition, each Warrantholder will receive a cash payment equal to the amount (if any) by which the Consideration exceeds the exercise price of such warrant.

The Arrangement Resolution was approved by 70.80% of the votes cast by the Securityholders present in person or represented by proxy at the special meeting of Securityholders held earlier today (the “Meeting“). The Arrangement Resolution required the approval of at least two-thirds of the votes cast by Securityholders, voting as a single class, present in person or represented by proxy at the Meeting and entitled to vote. Shareholders had one vote for each share held and Warrantholders had one-third of one vote for each warrant held. 89.03 % of the total votes that could be voted by all Securityholders entitled to vote at the Meeting were voted.

NAPEC is also pleased to announce that it has been notified by the Premerger Notification Office of the U.S. Federal Trade Commission of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (United States) applicable to the Arrangement.

The implementation of the Arrangement remains subject to approval by the Québec Superior Court at a final hearing which is scheduled to be held on February 7, 2018 at the Courthouse located at 1 Notre-Dame Street East, Montreal, Québec, at 9:00 a.m. (Montréal Time).

It is currently anticipated that the Arrangement will be completed prior to the end of February 2018, subject to, without limitation, approval by the Québec Superior Court as set forth above and the satisfaction or waiver of the other conditions precedent to the Arrangement. Until completion of the Arrangement, NAPEC’s shares will continue to be listed for trading on the Toronto Stock Exchange. Further details regarding the Arrangement are set out in the management information circular dated December 20, 2017 which is available under the profile of NAPEC at www.sedar.com.

Overview of the Company

NAPEC is a company operating in the energy sector. The Company is a leading provider of construction and maintenance services to the public utility and heavy industrial markets, mainly in Quebec, Ontario and the eastern United States. NAPEC and its subsidiaries build and maintain utility electrical and natural gas transmission and distribution systems and related energy infrastructure. The Company also installs gas‐powered and electric‐powered heavy equipment for utilities, gas‐fired industrial power plants and petrochemical facilities in North America. The Company also offers environmental construction and road matting services. Additional information on NAPEC can be found in the SEDAR database (www.sedar.com) and on the Company’s website, at www.napec.ca.

About Oaktree

Oaktree is a leader among global investment managers specializing in alternative investments, with US$100 billion in assets under management as of December 31, 2017. The firm emphasizes an opportunistic, value‐oriented and risk‐controlled approach to investments in distressed debt, corporate debt (including high yield debt and senior loans), control investing, convertible securities, real estate and listed equities. Since its inception in 1995, Oaktree’s Power Opportunities strategy has focused exclusively on providing capital to leading companies that provide equipment, services, software and infrastructure used in the electric power and natural gas industries. Headquartered in Los Angeles, Oaktree has over 900 employees and offices in 18 cities worldwide. For additional information, please visit Oaktree’s website at www.oaktreecapital.com.

Statement on Forward-Looking Information

This press release may contain forward‐looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including statements regarding the prospects of the industry and prospects, plans, financial position and business strategy of NAPEC, may constitute forward‐looking statements within the meaning of Canadian securities legislation and regulations. Forward‐looking statements generally can be identified by the use of forward‐looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe” or “continue”, the negatives of these terms, variations of them and similar expressions. More particularly and without restriction, this press release contains forward‐looking statements and information regarding the anticipated timing of the completion of the proposed transaction.

In respect of the forward‐looking statements and information concerning the anticipated timing of the completion of the proposed transaction, NAPEC has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court approval and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the transaction; and other expectations and assumptions concerning the proposed transaction. The anticipated dates indicated may change for a number of reasons, including the inability to receive, in a timely manner, the necessary court approval and the necessity to extend the time limits for satisfying the other conditions to the completion of the proposed transaction.

Although NAPEC believes that the expectations reflected in these forward‐looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward‐looking statements. Risks and uncertainties inherent in the nature of the proposed transaction include, without limitation, the failure of the parties to obtain the necessary court approval or to otherwise satisfy the conditions to the completion of the transaction; failure of the parties to obtain such approval or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the failure to realize the expected benefits of the transaction; and general economic conditions. Failure to obtain the necessary court approval, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and NAPEC continues as an independent entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, the failure of NAPEC to comply with the terms of the Arrangement may, in certain circumstances, result in it being required to pay a fee to Oaktree, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Consequently, the reader is cautioned not to place undue reliance on the forward‐looking statements and information contained in this press release. The forward‐looking statements in this document reflect the Company’s expectations on the date hereof and are subject to change after that date. The Company expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable securities laws.

Pierre L. Gauthier
President and Chief Executive Officer
450-876-2106
p.gauthier@napec.ca

Mario Trahan, CPA, CMA
Chief Financial Officer
819-479-7771
m.trahan@napec.ca

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