Overview

• Spark Power Group Inc. (“Spark Power’ or the “Company”) received a non-binding proposal from American Pacific Group (“APG”) to acquire all the common shares of the Company (other than shares held by the founders) in a going private transaction for $1.25 (the “Original Proposal”). A revised offer followed, wherein APG reduced its proposed consideration to $0.825 per share in cash ”) to acquire all the common shares of the Company (including shares held by the founders), based primarily on developments relating to Spark’s financial performance (the “Revised Proposal”) 
• As a result of the Revised Proposal, the transaction was no longer bound by the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions

MPA ‘s Role and Key Considerations

• Upon the receipt of the Original Proposal, the Spark Power Board formed a committee to consider the offer and oversee the execution of the proposed transaction on behalf of the Board
• The Special Committee engaged MPA as financial advisor and requested MPA to provide an opinion as to the fairness, from a financial point of view, of the purchase consideration pursuant to the Revised Proposal
• In considering the fairness, from a financial point of view, of the consideration to be received, MPA performed a number of financial analyses with respect to the Company, including a discounted cash flow analysis, a comparable company trading analysis and precedent transactions analysis. Additionally, as a check, MPA considered other factors and analyses including a leveraged buyout analysis and a transaction premium analysis

Outcome

• MPA determined that the Consideration fell within the range of each of these financial analyses
• Spark Power announced the successful completion of the transaction at a price of $0.825 per share, representing an 83% premium to the 30-day VWAP