Exprolink: 53 buyers, no binding bid, and a related-party sale of Madvac

Exprolink Inc. built the Madvac, a line of litter vacuums and compact sweepers for cleaning outdoor public space — sidewalks, lanes, bike paths, parks, bus shelters, parking lots — and grew by promoting it to international distributors; Madvacs are in use in cities that include Dubai, Singapore, San Francisco, Washington, New York, Toronto and Montréal. In 2019 the Saint-Bruno company launched its first electric Madvacs, "becoming the first manufacturer in North America to offer electric outdoor maintenance vehicles" [translation]. Three years later, with $12 million of backing from Desjardins, Investissement Québec, the Fonds de solidarité FTQ and Export Development Canada, it moved into a leased 50,000-square-foot site that put its electric and diesel production under one roof, per the Trustee's First Report, June 29, 2026, paras. 6–7, 10, 12.

Cash constraints later left the company unable to pay the rent on those premises, and the landlord terminated the lease on 30 days' notice, giving Exprolink until July 9, 2026 to leave, per the Trustee's First Report, June 29, 2026, para. 17. It filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act at 12:13 p.m. on June 29, per the Notice of Filing of Intention to Make a Proposal, July 7, 2026, pp. 1–2. On July 7 Justice Enrico Forlini of the Superior Court of Québec approved the sale of its assets to Omega Liquid Waste Solutions Inc., per the Distribution, Approval and Vesting Order, July 7, 2026, paras. 4, 9. On July 8 Exprolink filed an assignment in bankruptcy, per the Notice of Bankruptcy and First Meeting of Creditors, July 14, 2026, para. 1.

Electric first, and two years on the Excelway

According to the trustee, PricewaterhouseCoopers Inc., the Fonds de solidarité FTQ put $3 million into preferred shares in 2020, as the electric conversion spread to other Madvac models. In 2021 Exprolink bought the Excelway line of multi-purpose vehicles from AUSA, a Spanish company, and opened three sales offices in the United States, on the East Coast, in Texas and on the West Coast. The 2022 financing was a $4 million interest-free loan from Investissement Québec, $5 million of preferred shares from the FTQ fund and EDC jointly, and $3 million of financing from Desjardins. Its shareholders were the FTQ fund, EDC and two individuals holding through Viconnex Inc., per the Trustee's First Report, June 29, 2026, paras. 8, 10–12.

The report attributes the company's difficulties principally to three factors. Demand for its electric products came in significantly below expectations: "an electric vehicle costs more than an equivalent diesel vehicle, which is a significant obstacle for many potential customers" [translation], and cities and municipalities do not yet have adequate charging infrastructure to support electric fleets. The geopolitical context between the United States and Canada cut American demand for Canadian products in what the report calls Exprolink's most important market, and the company closed its service point in Raleigh, North Carolina in 2026. Bringing the Excelway line into conformity with North American requirements had delayed its commercialization by more than two years. On top of those, the company was in deficit on its credit line with Caisse Desjardins, per the Trustee's First Report, June 29, 2026, paras. 14, 16.

Sales rose from $15,805,000 in the audited year to July 31, 2024 to $18,407,000 in the internal figures for fiscal 2025, with EBITDA of $651,000 and then $940,000, while the net loss grew from $1,033,000 to $1,465,000. For the eight months to March 31, 2026, sales were $6,236,000, EBITDA was negative $277,000 and the net loss was $2,254,000, and the company expected a significant drop in sales for the full year. The latest internal balance sheet showed total assets of $21,348,000 against liabilities of $25,535,000, of which $8,000,000 was redeemable preferred shares held by EDC and the FTQ fund, per the Trustee's First Report, June 29, 2026, paras. 21–24, 33. The borrowing-base calculation at March 31 showed a deficit of about $500,000, the company was in default of all its financial covenants with Desjardins, and about half of its payables were more than 90 days past due, per the Trustee's First Report, June 29, 2026, paras. 29–31.

PwC had come in as the company's financial adviser in October 2025, to review its finances, its borrowing capacity on the Desjardins line and its forecasts. Given "the precarious financial situation, the loss of shareholder support, the deficit on the credit line with Desjardins" [translation] and the other difficulties the report describes, the company then mandated PricewaterhouseCoopers Corporate Finance Inc. to run a sale and investment solicitation process, per the Trustee's First Report, June 29, 2026, paras. 18–19.

Fifty-three buyers and one withdrawal

The process ran before the filing. Its launch timetable, from March 12, 2026, set non-binding bids for April 10 and binding bids for May 12. PwC Corporate Finance approached 53 potential acquirers, 38 strategic and 15 financial; 14 signed a non-disclosure agreement and got into the data room, and those who declined cited mainly a lack of strategic fit, a target too small, or not being in acquisition mode. There were five site visits or management calls. By the first-phase deadline four non-binding offers had arrived, per the Trustee's First Report, June 29, 2026, paras. 36–42.

PwC Corporate Finance recommended a short second phase. In the event, qualified bidders were invited to submit binding offers by June 10, 2026, with a 5% cash deposit and no diligence or financing condition, per the Trustee's First Report, June 29, 2026, paras. 43–44. The second phase produced no binding offer. "The most serious strategic bidder, and the one most likely to complete the transaction, withdrew from the process because of concerns identified regarding the quality of the products," [translation] the trustee reports, and as a result there was no reasonable likelihood of selling the business as a going concern, per the Trustee's First Report, June 29, 2026, paras. 45–46.

A consignment, a related buyer and s. 65.13(5)

After the process failed, the offer that went to court came from Omega, per the Trustee's First Report, June 29, 2026, para. 48. The offer to purchase is dated June 15, 2026, per the Distribution, Approval and Vesting Order, July 7, 2026, para. 4. It covered, among other things, the inventory, equipment, designated contracts and intangibles including intellectual property, data and goodwill. Because Exprolink had to vacate, the two companies signed a consignment agreement dated June 18 under which Omega takes possession of certain of the tangible assets and holds them for Exprolink until closing or termination, per the Trustee's First Report, June 29, 2026, paras. 49–50.

PwC's first report, dated the day of the filing, was submitted in support of the company's motion for the vesting order, and it walks through the factors in s. 65.13 of the BIA one at a time. The trustee had independent valuations of the tangible assets from an appraiser and from an auctioneer, and reported that the price offered exceeded their forced liquidation value, which it called the most likely outcome in a bankruptcy since the process had produced no viable going-concern offer. Before the filing the company had told all its shareholders and its principal creditors — Caisse Desjardins, Investissement Québec and Développement économique Canada — about the proposed transaction. Desjardins would rank first on the purchased assets, the trustee was awaiting an independent legal opinion to confirm that ranking, and Desjardins consented. Given the lease termination and the obligation to vacate by July 9, the trustee wrote, a quick closing was needed to maximize the return to creditors; the alternative was a liquidation "in unfavourable conditions" [translation], per the Trustee's First Report, June 29, 2026, paras. 1, 54–59.