To: Kerm Yerman who wrote (9814 ) 3/30/1998 8:47:00 PM From: Herb Duncan Respond to of 15196
SERVICE SECTOR / Venture Seismic Announces Definitive Purchase Agreement for Marine Seismic Company Acquisition (all amounts in U.S. dollars) NASDAQ SYMBOL: VSEIF MARCH 30, 1998 CALGARY, ALBERTA--Venture Seismic Ltd. today announced it has entered into a definitive Securities Purchase Agreement (the "purchase agreement") for the previously announced proposed acquisition of 100 percent of the outstanding capital stock of Continental Holdings Ltd. ("Continental"), for consideration of 2,080,000 Common Shares (the "Shares") of Venture Seismic Ltd. ("Venture") and payments in cash of an aggregate of $1.5 million. In conjunction with the purchase agreement, Venture has agreed to loan $4 million to Continental to equip a second marine seismic vessel, which loan is subject to an equity conversion provision should closing not occur. The purchase agreement also includes provision for employment agreements with the existing management of Continental for a period of three years, as well as the nomination of a director selected by Continental to Venture's board of directors. The purchase agreement does not provide for the registration of the shares. Continental is a privately held marine seismic data acquisition company, based in Calgary, which currently operates one marine seismic vessel capable of performing both 2D and 3D seismic surveys. Continental has completed seismic surveys in the Persian Gulf, the North Sea, the Falkland Islands area, the Mediterranean and off the coasts of West Africa and Norway. According to financial information supplied by Continental, audited revenue for its year ended Dec. 31, 1997 was $9.6 million and net income was approximately $1.9 million, after an adjustment to reflect normalized owner/management compensation. The adjustment to net income accounts for the declaration by Continental in 1997 of an owner/management bonus, and the related income tax effect of such bonus, which was declared for income tax planning purposes. Certain financial information relating to Continental, and on a pro forma basis to reflect the proposed acquisition, is included in Venture's Annual Report on Form 10-KSB as filed with the Securities and Exchange Commission on Dec. 24, 1997. The Continental acquisition is subject to a number of conditions, any of which may not occur, including receipt of requisite shareholder, regulatory and/or third party approvals. The company is in the process of preparing a proxy statement to be filed with the S.E.C. for purposes of soliciting shareholder approval. Venture Seismic Ltd. is traded on the Nasdaq National Market and is engaged primarily in the acquisition of land and wetlands seismic data for use in the exploration for and development and field management of oil and gas reserves. The Company utilizes both traditional two-dimensional ("2D") and more technologically advanced three-dimensional ("3D") seismic data technology to acquire data on possible oil and gas reserves for its customers, which range from junior exploration companies to fully-integrated multi-national corporations. Venture's subsidiaries include Boone Geophysical, Inc., a Texas based company engaged in the acquisition of land and wetlands seismic data in the Southern United States, and Hydrokinetic Surveys of Canada Inc., a company based in Western Canada which provides shallow marine airgun and survey services. This news release may contain certain forward-looking statements that involve risks and uncertainties as detailed from time to time in Venture's SEC filings under "Risk Factors" and elsewhere. Actual results could differ from those anticipated due to a number of factors including the capital intensive nature of the Company's business, its need for additional funds for operations and debt service requirements, seasonal fluctuations in operating results, dependence upon principal customers, activity in the oil and gas industry, risks associated with international operations and regulatory, competitive and contractual risks.