Anaergia receives $30.6M equity investment from Marny Investissement

Anaergia, a Canada-based anaerobic digestion solutions provider, has announced a CAD 40.8 million ($30.6 million) equity investment by Marny Investissement SA, a Luxembourg-based holding company, through a three-tranche, nonbrokered private placement.

Marny, through a wholly owned subsidiary, Marny Holdco, has agreed to subscribe for an aggregate of 102 million units of the company for CAD 0.40 each. Each unit consists of one subordinate voting share of the company and one-fifth of one subordinate voting share purchase warrant.

Each warrant will entitle Marny to purchase one additional subordinate voting share at an exercise price of CAD 0.80 for three years following the closing of the first tranche. The unit subscription price of CAD 0.40 represents a 57 percent premium to the 10-day volume weighted average price of the subordinate voting shares on the Toronto Stock Exchange (TSX) as of Dec. 15, 2023.

The strategic investment will close in three tranches of 34 million units for gross proceeds of CAD 13.6 million each. The first, second and third tranches may close no later than Jan. 15, Feb. 15 and March 15, respectively.

“We are pleased to make the strategic investment in Anaergia, which is well positioned as a worldwide global renewable fuels leader,” says Ohad Epschtein, the beneficial owner of Marny. “We have analyzed Anaergia’s unique technology and manufacturing capabilities, and we are very optimistic that the strategic investment will allow the Company to unlock additional growth and potential. We expect to work closely with Andrew Benedek and Anaergia’s management team, as we continue to expand and grow Anaergia’s business interests in new directions, all with the ultimate goal of creating a cleaner and better world.”

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Anaergia intends to use the proceeds from the strategic investment to pay accounts payable and to fund its ongoing activities.

On the interim condition’s completion date, Anaergia will enter into an investor rights agreement with Marny and Benedek providing for, among other things, customary registration rights and participation rights, and certain information and director nomination rights, including the right for Marny to nominate a majority of the company’s board of directors. This is contingent upon whether Marny owns or controls at least 40 percent of the voting power attached to the company’s shares.

Benedek has agreed to waive his preexisting right to participate on a pro-rata basis in equity financings by the company and to convert one-third of all multiple voting shares of the company held by him into subordinate voting shares on a 1-for-1 basis per Anaergia’s constating documents with the closing of each tranche of the investment.

In connection with the investment, Anaergia has provided an undertaking to the TSX to reclassify the subordinate voting shares as “common shares” and to eliminate the multiple voting shares from the company’s authorized capital within 60 days from the closing of the third tranche investment. According to a voting and support agreement, Benedek will agree to vote in favor of the reclassification.

Piper Sandler & Co. is acting as financial advisor to Anaergia in connection with the strategic investment.

The subordinate voting shares to be issued under the strategic investment will be subject to a statutory four-month hold period per applicable Canadian securities laws.