To: Kerm Yerman who wrote (11279 ) 6/17/1998 4:41:00 PM From: SofaSpud Respond to of 15196
MERGERS & ACQUISITIONS / IPEC IPEC LTD. (ASE: IPE) ANNOUNCES PROPOSED ACQUISITIONS CALGARY, June 17 /CNW/ - IPEC Ltd. announced today that it has entered into letters of intent to acquire all of the shares of seven (7) companies. The acquisitions of these businesses, supports the Company's strategy of consolidating complementary Canadian, U.S. and international energy services companies. The companies, located in Alberta and British Columbia, are actively involved in small diameter pipeline construction, facility installations and oilfield maintenance and construction. The businesses to be acquired are well established private enterprises and, together, will provide a synergistic base for the development and further growth of IPEC. These acquisitions will provide IPEC with a small diameter pipeline construction segment that has entrepreneurial management, financial strength, well maintained equipment fleets and strong geographic diversification. The aggregate base acquisition price is approximately $76.0 million, which is to be paid as to approximately $39.9 million in cash and as to $36.1 million through the issuance of approximately 12.1 million common shares at an ascribed value of $2.985 per share. In addition, in the case of two of the companies to be acquired, there are earnouts not to exceed a total of $15 million payable through the issuance of additional shares of IPEC at an ascribed value of $2.985 per share in July 1999 dependent on the level of earnings generated after the acquisitions. On a proforma basis for 1998, the companies to be acquired are expected to generate revenues of approximately $115 million (unaudited) and normalized earnings before interest, taxes, depreciation and amortization of approximately $24.9 million (unaudited). Completion of the acquisitions is conditional upon formal acquisition agreements, satisfactory due diligence, regulatory approval, the necessary financing and other matters. Formal acquisition agreements are expected to be completed on or about July 21, 1998, and closing of the acquisitions is expected to occur upon completion of the conditions precedent. The transactions are expected to have an effective date of July 1, 1998. Key executives of each business will enter into employment contracts with IPEC as a condition of closing. IPEC Ltd. is an oilfield services company headquartered in Calgary, Alberta, with regional offices in Casper, Wyoming and Larnaca, Cyprus. The Company's current operations involve the domestic and international distribution of tubular products, the engineering and manufacture of oilfield surface equipment and the design and manufacture of production optimization downhole tools. The Alberta Stock Exchange has neither approved nor disapproved the content of this press release. . -30- For further information: D.A. (Doug) Cutts, President, (403) 215-5448, Ron Miller, Vice President Finance, (403) 215-5450, Fax: (403) 215-5445