Pure Technologies Ltd. has entered into a definitive arrangement agreement with Xylem Inc. whereby Xylem will acquire all of the issued and outstanding shares of Pure for CAD $9.00 per share in cash, representing an enterprise value for Pure of CAD $509 million.
The Purchase Price represents a 102.7% premium to the closing price of Pure's common shares on the Toronto Stock Exchange on December 8, 2017 and a 97.9% premium to the 20-day volume weighted average price for the period ending that day.
The Board of Directors of Pure, having received a unanimous recommendation from a special committee comprised solely of independent directors, has unanimously approved the transaction and recommends that Pure shareholders vote in favour of the transaction.
"The acquisition by Xylem is a highly positive outcome for our shareholders. The value being offered in this transaction is a recognition of the highly strategic and unique nature of Pure's business and technology," said Jamie Paulson, Executive Chairman of Pure. "In Xylem, Pure has found the right partner to accelerate growth and to have a positive impact on the water management ecosystem."
"Throughout Pure's evolution, we have been committed to delivering innovative and value-added solutions for our infrastructure clients," said Jack Elliott, President and CEO of Pure. "Following this transaction, as we become part of a global enterprise, we will be even better positioned to make a meaningful impact in solving the world's most pressing water and infrastructure challenges. The acquisition of our Company by Xylem will be of substantial benefit to Pure, its clients, its shareholders and employees."
"The addition of Pure will strengthen Xylem's position as a leading provider of intelligent solutions that address the water industry's most persistent problems," said Patrick Decker, Xylem President and Chief Executive Officer.
"Aging infrastructure is a top concern of water utilities around the world, and infrastructure assessment is an attractive, growing market that directly addresses this challenge in a cost-effective way.Pure's solutions strongly complement the broader Xylem portfolio, particularly our recently acquired Visenti and Sensus solutions, creating a unique and disruptive platform of diagnostic, analytics and optimization solutions for clean and wastewater networks. Pure will also bring greater scale to our growing data analytics and software-as-a-service capabilities. As one company, we will provide customers with even more powerful and innovative solutions enabled by cutting-edge technologies."