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Shawcor acquires glass fiber reinforced composite underground storage tank maker ZCL for $ 312 million

ZCL Composites is pleased to announce that it has reached a definitive agreement with global energy services company Shawcor Limited, under which Shawcor will acquire all issued and issued common shares of ZCL through a court-approved plan. The purchase price of $ 10.00 per share was paid in cash.

The proposed cash consideration is approximately a 46% premium to the 20-day volume-weighted average trading price of Japanese companies' common shares on the Toronto Stock Exchange as of January 18, 2019. The total planned cost on a fully diluted basis means the total value of the business. The company is approximately US $ 312 million, or 12.5 times the company's adjusted EBITDA reported for the 12-month period ended September 30, 2018. The transaction will be implemented in accordance with the statutory arrangements of the Canadian Business Companies Act and subject to approval by the company's securities holders, relevant regulatory authorities and other customary closing conditions.

ZCL Board Chairman Anthony (Tony) P. Franceschini commented:

"We are pleased to announce this transaction and believe that Shawcor will be a good manager of ZCL's business. We believe this transaction will be extremely valuable to ZCL shareholders and we will be the next phase of growth for employees and other stakeholders Feeling excited. "

About ZCL composite materials:

ZCL is North America's largest manufacturer of environmentally friendly glass fiber reinforced plastic (FRP) underground storage tanks for the fuel, water and wastewater, and oil and gas markets. ZCL is an innovator of composite tank engineering with nearly 40 years of direct industry experience. When ZCL acquired Xerxes in 2007, it brought together two leading North American fiberglass tank brands: ZCL (founded in 1987) and Xerxes (founded in 1979). ZCL's products include underground composite tanks and complete accessories. ZCL's six UL certified or ULC listed manufacturing plants in North America ensure timely supply of tanks throughout North America. ZCL's fuel tank is made of 100% high quality resin and glass (no filler), making it corrosion resistant, from the inside out. So far, ZCL has installed about 250,000 compound tanks.

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