THIS PRESS RELEASE IS NOT FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
ATLAS ENGINEERED PRODUCTS LTD.
(“Atlas” or the “Company”) (TSX-V: AEP), a leading
supplier of trusses, engineered wood products and building
components, is pleased to announce that it has entered into a
definitive agreement to purchase all of the issued and outstanding
shares of Tandelle Specialty Inc. and Pacer Building Components
Inc. (Tandelle-Pacer) of Ilderton, Ontario.
Tandelle-Pacer’s revenues for the fiscal year
ended October 31, 2017 were approximately $14.4 million with
adjusted EBITDA of $1.9 million. To acquire Tandelle-Pacer, Atlas
has agreed to pay $8.6 million on closing, based on Tandelle-Pacer
having a targeted net working capital of $2,280,938 on
closing. Subject to adjustments based on Tandelle-Pacer’s
actual net working capital at closing, the purchase price is
expected to consist of $500,000 in Atlas common shares, and $8.1
million in cash. Closing of the acquisition, which is expected to
occur on or before October 31, 2018, is subject to standard closing
conditions, including the satisfactory completion of Atlas’ due
diligence investigations and remains subject to the approval of the
TSX Venture Exchange.
On closing, Tandelle-Pacer’s CEO and President
Dave Howard will be invited to join the Board of Directors of
Atlas.
Mr. Guy Champagne, President of Atlas stated,
“The Tandelle-Pacer acquisition is expected to be a key transaction
for Atlas that gives us a huge strategic advantage in a market in
which we are already invested. We will be acquiring an established
truss, engineered beam and wall and floor panel business with room
to expand operations with ease, a very experienced management team
to look after our other sites in Ontario, a large solid and growing
customer base in the Greater Toronto area, and entry into the
Detroit, Buffalo and Rochester markets.”
Non-Brokered Private Placement Financing
Atlas is also pleased to announce a private
placement financing to raise up to $5 million (the
“Offering”). The Offering will be non-brokered and consist of
up to 12,500,000 shares at a price of $0.40 per share.
The net proceeds of the Offering will be used
for acquisition purposes, general working capital and partially
applied to the acquisition of Tandelle-Pacer.
Closing of the Offering is subject to receipt of
all necessary approvals, including the approval of the TSX Venture
Exchange and definitive subscriptions. All shares issued under the
private placement will be subject to a four-month hold period from
the closing date, in accordance with applicable Canadian securities
laws.
This news release does not constitute an offer
to sell, or solicitation of an offer to buy, nor will there be any
sale of any of the securities offered in any jurisdiction where
such offer, solicitation or sale would be unlawful, including the
United States of America. The securities being offered as
part of the Offering have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), or any state securities laws, and
accordingly may not be offered or sold in the United States except
in compliance with the registration requirements of the U.S.
Securities Act and any applicable state securities laws, or
pursuant to available exemptions therefrom.
Please follow the attached link to view Guy
Champagne’s interview with Proactive Investors:
https://www.youtube.com/watch?v=rFrqcxPliSg&feature=youtu.be
About Tandelle-Pacer
Established in 1998, Tandelle-Pacer is an
industry leader in engineered wood components. Tandelle-Pacer
specializes in the design and pre-fabrication of engineered floor
joists, floor panels, wall panels and roof trusses. Tandelle-Pacer
operates from an 80,000 square foot manufacturing facility on 24
acres of land located in the village of Ilderton, just north of
London, Ontario.
About Atlas Engineered Products
Ltd.
Atlas Engineered Products Ltd. is a leading
supplier of trusses and engineered wood products. Atlas was formed
over 18 years ago and operates manufacturing and distribution
facilities in British Columbia, Ontario and Alberta to meet the
needs of residential and commercial builders. Atlas has expert
design and engineering teams, multiple-shift state-of-the-art truss
manufacturing operations, and large inventories of engineered beam
and flooring components. Atlas aims to grow its base of business
across Canada by pursuing an aggressive acquisition and
consolidation and product diversification strategy. Atlas will
bring its construction industry partners across Canada unparalleled
excellence in service, product, and support and is committed to
supplying them with the full array of components and assemblies
they might require for their projects – from design to lockup.
For further information please contact:Atlas
Engineered Products Ltd. Guy Champagne, PresidentPhone:
1-250-754-1400Email: info@atlasep.ca2005 Boxwood Rd. Nanaimo, BC
V9S 5X9www.atlasengineeredproducts.com
For investor relations please contact:Rob
GamleyPhone: 1-604-689-7422 Email: rob@contactfinancial.comContact
Financial Corp.810 – 609 Granville St. Vancouver, BC V7Y 1G5
Readers are cautioned that the financial results
of Tandelle-Pacer for the year ended October 31, 2017 were prepared
by management, and have not been audited or reviewed by an
independent auditor.
EBITDA and adjusted EBITA are measures not
recognized under IFRS. However, Atlas’ management believes that
most shareholders, creditors, other stakeholders and investment
analysts prefer to have these measures included as reported
measures of operating performance, a proxy for cash flow, and to
facilitate valuation analysis. EBITDA is defined as earnings before
interest income, interest expense, taxes, depreciation and
amortization. Adjusted EBITDA is calculated as net income less
total interest expense, income taxes, depreciation and amortization
and non-cash charges for share based compensation. Management
believes EBITDA and adjusted EBITDA are useful measures that
facilitate period to-period operating comparisons
EBITDA and adjusted EBITDA do not have
standardized meanings prescribed by IFRS and therefore may not be
comparable to similar measures presented by other issuers.
Readers are cautioned that EBITDA and adjusted EBITDA are not
alternatives to measures determined in accordance with IFRS and
should not, on their own, be construed as indicators of
performance, cash flow or profitability.
Forward Looking Information
Information set forth in this news release
contains forward-looking statements. These statements reflect
management’s current estimates, beliefs, intentions and
expectations; they are not guarantees of future performance. The
Company cautions that all forward looking statements are inherently
uncertain and that actual performance may be affected by a number
of material factors, many of which are beyond the Company’s
control. Such factors include, among other things: risks and
uncertainties relating to the Company including those to be
described in the Filing Statement filed by the Company on
www.sedar.com. Accordingly, actual and future events,
conditions and results may differ materially from the estimates,
beliefs, intentions and expectations expressed or implied in the
forward looking information. Except as required under applicable
securities legislation, the Company undertakes no obligation to
publicly update or revise forward-looking information. Closing of
the acquisition of Tandelle-Pacer and the Offering remains subject
to a number of conditions, including, but not limited to, TSX
Venture Exchange acceptance.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) HAS PASSED UPON THE MERITS OF
THE PROPOSED TRANSACTION OR THE OFFERING AND HAS NEITHER APPROVED
NOR DISAPPROVED OF THE CONTENTS OF THIS NEWS RELEASE NOR ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
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