Canadian Energy Services & Technology Corp. Announces Strategic Acquisition of JACAM Chemical Company Inc.'s Business Assets
02 3월 2013 - 5:00AM
Marketwired Canada
Canadian Energy Services & Technology Corp. ("CESTC" or the "Corporation")
(TSX:CEU) (OTCQX:CESDF) is pleased to announce that it has acquired the
production and specialty oilfield chemical business of JACAM Chemical Company,
Inc. ("JACAM") and its subsidiaries (the "JACAM Acquisition") pursuant to the
terms of an asset purchase agreement dated March 1, 2013 (the "Asset Purchase
Agreement"). The total purchase price is US$240.0 million including the issuance
of US$60.0 million in common shares ("Common Shares") of CESTC (being 5,454,545
Common Shares) to JACAM.
CESTC is also pleased to announce that it has entered into an engagement letter
with Scotiabank and RBC Capital Markets as Joint Bookrunners, whereby they will
lead a syndicate of underwriters with respect to a proposed private placement
financing of senior unsecured notes (the "Note Offering"). Scotiabank and RBC
Capital Markets have also acted as financial advisors to CESTC.
JACAM is a private company that manufactures and distributes oilfield related
specialty chemicals. JACAM designs and manufactures its products in Sterling,
Kansas which also serves as its corporate head office. JACAM was established in
1982 and provides its products and delivers services to a large number of
companies in the oil and natural gas business. JACAM's customers are
predominantly producers but JACAM also sells products to service companies and
to the pipeline industry. JACAM has over 350 employees and operates in Kansas,
Oklahoma, Texas, New Mexico, Colorado, Wyoming, Montana, Utah, California, and
North Dakota.
Tom Simons, President and Chief Executive Officer of CESTC, stated that "The
JACAM Acquisition is a transformational step forward in achieving our goal of
being a leading provider of technically advanced consumable chemical solutions
throughout the life-cycle of the oilfield. We now have significant offerings at
the drill-bit; for completions and stimulations; at the wellhead or pump-jack;
and through to the pipeline and mid-stream market. The JACAM Acquisition further
vertically integrates us with a modern, zero emissions chemical blending and
reacting manufacturing facility located in the middle of the growing US market.
The facility has been constructed over the last six years and has been sized and
engineered to accommodate material future throughput. We have acquired the
technical capability, the manufacturing capability and the sales platform from
which we can grow and expand our US production and speciality chemical business.
The JACAM Acquisition also compliments our PureChem business unit in Canada and
will augment its already substantial product line and capabilities. Consistent
with our approach in our previous acquisitions, the founders of JACAM and the
key staff will be joining CESTC, and will play leadership roles in the further
development and execution of our expansion strategy."
Gene Zaid, JACAM's founder and CEO said, "Like JACAM, CESTC believes that
technology, innovation and product development are the best ways to create and
deliver value to the customer. By joining together in a shared commitment to
solving problems for our customers, we will now be able to offer problem solving
solutions from the drill bit all the way to the pipeline and all points in
between. The collective strengths of our two companies will generate enormous
opportunities for growth and expansion."
JACAM Acquisition - Details
Total consideration for the JACAM Acquisition is expected to be US$240.0 million
(the "Purchase Price"), subject to certain customary adjustments to the cash
portion of the Purchase Price, which Purchase Price consists of the issuance of
US$60.0 million in Common Shares to JACAM (being 5,454,545 Common Shares) and
US$170.0 million paid in cash. The final US$10.0 million is payable in cash
within 60 days of March 1, 2013.
JACAM generated approximately US$96.3 million in revenue and US$25.2 million of
normalized EBITDA for the trailing twelve month period ended December 31, 2012.
The effective date of the JACAM Acquisition is March 1, 2013. As part of the
JACAM Acquisition, CESTC will acquire approximately US$19.0 million of net
current assets including accounts receivable, prepaid expenses, and product
inventory and approximately US$37.0 million of fixed assets consisting of real
estate and equipment. Included in the fixed assets are two chemical blending and
reacting plants located in Sterling, Kansas (the "Manufacturing Plants").
CESTC has entered into employment agreements with key members of management and
a retention plan has been implemented with other key employees of JACAM which is
expected to allow for a seamless integration and insure continued growth of the
production and speciality chemical business.
CESTC has arranged for bank financing of CAD$160.0 million (the "Bridge Loan")
to initially finance, in combination with existing cash and credit facilities,
the cash portion of the Purchase Price for the period between the closing of the
JACAM Acquisition and the closing of the proposed Note Offering. The Bridge Loan
is expected to be fully repaid upon closing of the proposed Note Offering, and
in any event is required to be repaid on or prior to February 26, 2014. The
Bridge Loan is fully secured against the assets of CESTC and its subsidiaries
and provides for increases in the interest rate applicable to amounts drawn
under the Bridge Loan every three (3) months until the Bridge Loan is repaid.
Details of the terms of the JACAM Acquisition are set out in the Asset Purchase
Agreement that will be filed by CESTC on SEDAR (www.sedar.com).
JACAM Acquisition - Strategic Rationale
The successful completion of the JACAM Acquisition and the merger of JACAM into
CESTC's operations is a transformational step forward in the evolution of CESTC
into a full-cycle manufacturer and supplier of engineered chemical and
consumable solutions to the North American oil and gas business.
-- The JACAM Acquisition is strategically aligned with CESTC's long-term
business plan to pursue growth opportunities in the U.S.; become more
vertically integrated in the oilfield consumable chemicals business; and
to provide consumable product offerings throughout the oil and gas
product lifecycle. This includes total solutions at the drill-bit, at
the point of completion and stimulation, at the wellhead and pump-jack,
and finally through to the pipeline and midstream market. The JACAM
Acquisition is consistent with CESTC's strategy to focus on consumable
products with superior outcomes for customers through technology and
high levels of customer service.
-- The production and specialty chemicals space is highly concentrated and
continues to grow as operators face the challenges of maintaining the
productivity of wells, and shipping their product to market. A recent
research report published by the Freedonia Group Inc. indicates the
production and specialty chemical market is growing 8.9% per year and it
further estimates the North American market to grow to US$28 billion by
2016.
-- The JACAM Acquisition provides CESTC with an expanded list of speciality
chemical products. JACAM has over 400 proprietary products it
manufactures and distributes, 8 trademarked solutions, and 29 U.S.
registered patents. JACAM has custom developed these products and
solutions by listening to their customer's challenges and then designing
solutions in their state-of-the-art research and development laboratory.
CESTC expects to bring many of these products to the Canadian market and
expand JACAM's reach into other parts of the U.S. market.
-- The JACAM Acquisition adds over 300 customers to CESTC. JACAM's
customers are predominantly oil and natural gas producers but its
clientele also includes other service companies and pipeline companies.
CESTC expects it will be able to augment the current JACAM customer
list.
-- From its head office in Sterling Kansas, JACAM manages over 350
employees with operations in ten states: Kansas, Oklahoma, Texas, New
Mexico, Colorado, Wyoming, Montana, Utah, California, and North Dakota.
-- JACAM has built its business on similar principles CESTC has employed.
JACAM designs, builds, and delivers products and services that solve
customer problems. JACAM's founder and leader of the last 30 years, Gene
Zaid, PhD will continue on as CEO of the JACAM business unit and will
also assume a leading role in developing new technologies and products
for CESTC. Gene Zaid will also be granted observer status at all CESTC
board meetings. Jason West, President of JACAM, will also continue in
his role at JACAM and will join the board of directors of CESTC as a
non-independent director.
-- The JACAM Acquisition is completely complimentary to CESTC's existing
production and speciality chemical business unit, PureChem. PureChem has
been executing an organic growth strategy in Canada and has made
significant progress since its inception two years ago. PureChem has 65
dedicated staff throughout Western Canada and as an EBITDA break-even
operation had sales of CAD$24 million in 2012. PureChem's chemical
blending manufacturing facility is located in Carlyle, Saskatchewan.
-- The JACAM Acquisition complements CESTC's current U.S. drilling fluids
footprint which has been built-out through its subsidiary, AES Drilling
Fluids, LLC ("AES"). The JACAM Acquisition expands the scale,
infrastructure, and operational and management capabilities of CESTC
within the U.S. market.
-- The JACAM Acquisition comes complete with the Manufacturing Plants
strategically located in the heart of the on-shore U.S. oilfield. The
larger and newer facility, which is the North facility, started
construction in 2006. It is a state-of-the-art facility with significant
upside throughput capacity and has been built as a "zero-emissions"
facility. JACAM had gross sales of US$96 million in 2012, and the
facility in its current configuration is estimated to be operating at
approximately 20% through-put capacity leaving room for significant
production volume increases if sales warrant. Future additional capacity
can be added as required incrementally through a modular build-out, as
there is significant undeveloped land at the site.
-- Management of CESTC expects the JACAM Acquisition to be accretive to
CESTC's gross margin, cash flow, and EBITDA metrics as well as on a per
share basis.
-- After completion of the JACAM Acquisition, and based on the premise that
2013 drilling activity as a whole across the Canadian and U.S. markets
remains fairly consistent with activity levels achieved in 2012, CESTC's
expected range of consolidated gross revenue for 2013 will be
approximately CAD$580 million to CAD$620 million and expected
consolidated EBITDA will be approximately CAD$95 million to CAD$105
million.
With respect to the JACAM Acquisition, CESTC will host a conference call /
webcast at 9am MST (11am EST) on Monday, March 4, 2013.
North American toll-free: 1-866-226-1792
International / Toronto callers: 416-340-2216
Link to Webcast: http://www.canadianenergyservices.com/
About Canadian Energy Services & Technology Corp.
CESTC's business is focused on the design and delivery of technically advanced
fluids for the North American oil and gas industry. CESTC's business model
requires limited re-investment capital to grow. As a result, CESTC has been able
to capitalize on the growing market demand for drilling and production fluids in
North America while generating free cash flow. CESTC returns much of this free
cash flow back to shareholders through its monthly dividend. Additional
information about CESTC is available at www.sedar.com or at CESTC's website at
www.CanadianEnergyServices.com.
Non-IFRS Measure
CESTC uses certain performance measures that are not recognizable under
International Financial Reporting Standards ("IFRS"). These performance measures
include EBITDA. Management believes that this measure provides supplemental
financial information that is useful in the evaluation of CESTC's operations.
Readers should be cautioned, however, that these measures should not be
construed as alternatives to measures determined in accordance with IFRS as an
indicator of CESTC's performance. CESTC's method of calculating these measures
may differ from that of other organizations and, accordingly, these may not be
comparable.
Forward-Looking Information
This news release contains forward-looking information which is not comprised of
historical facts. Forward-looking information involves risks, uncertainties and
other factors that could cause actual events, results, performance, prospects
and opportunities to differ materially from those expressed or implied by such
forward-looking information. Forward-looking information in this news release
includes statements with respect to the effect of the JACAM Acquisition on the
Corporation, the Corporation's plans to integrate JACAM with the operations of
CESTC and management of CESTC's expectation of the effect of the JACAM
Acquisition on CESTC's gross margin, cash flow, revenues, EBITDA and net income,
the proposed Note Offering, including the use of proceeds in respect of any such
Note Offering, the timing for repayment of the Bridge Loan, and drilling
activity across the Canadian and US markets. Material assumptions and factors
that could cause actual results to differ materially from such forward-looking
information include the successful integration of JACAM employees and customers
with CESTC, the state of the capital markets in Canada and the US, drilling
activity in Canada and the US and the ability of CESTC to complete the Note
Offering or otherwise secure financing to repay the Bridge Loan. Although the
Corporation believes that the material assumptions and factors used in preparing
the forward-looking information in this news release are reasonable, undue
reliance should not be placed on such information, which only applies as of the
date of this news release, and no assurance can be given that such events will
occur. The Corporation disclaims any intention or obligation to update or revise
any forward-looking information, whether as a result of new information, future
events or otherwise, other than as required by law.
Market and Industry Data
This news release contains certain market and industry data that has been
obtained from third party sources. While the Corporation believes this data to
be reliable, market and industry data is subject to variations and cannot be
verified with complete certainty due to limits on the availability and
reliability of raw data, the voluntary nature of the data gathering process and
other limitations and uncertainties inherent in any statistical survey. The
Corporation has not independently verified any of the data from third party
sources referred to in this news release or ascertained the underlying
assumptions relied upon by such sources.
FOR FURTHER INFORMATION PLEASE CONTACT:
Canadian Energy Services & Technology Corp.
Tom Simons
President and Chief Executive Officer
(403) 269-2800
info@ceslp.ca
Canadian Energy Services & Technology Corp.
Craig F. Nieboer, CA
Chief Financial Officer
(403) 269-2800
info@ceslp.ca
www.CanadianEnergyServices.com
Aries Resource Corp Com Npv (TSXV:AES)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Aries Resource Corp Com Npv (TSXV:AES)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024
