Pure Technologies Announces Major Acquisition
By Pure Technologies Ltd, PRNETuesday, July 27, 2010
CALGARY, Canada, July 28, 2010 - Pure Technologies Ltd. ("Pure") (TSX-V:PUR)
announced today that it has agreed with the shareholders of The Pressure Pipe
Inspection Company Ltd. ("PPIC") to purchase all of the issued and
outstanding shares of PPIC for up to CDN$34.9 million in cash and common
stock of Pure. The Boards of Directors of both companies have approved the
transaction, subject to certain conditions and to the approval of the TSX
Venture Exchange. The transaction is expected to close on or before August
31, 2010.
PPIC, a privately-held company with headquarters in Mississauga,
Ontario, is a leader in large-diameter water and wastewater pipeline
condition assessment. PPIC is currently active in North America (including
Mexico), South America, the Philippines and Hong Kong. For the fiscal year
ended September 30, 2009, PPIC had revenues of CDN$14.6 million.
The base purchase price is CDN$30,000,000 with provision for a maximum
additional payment of CDN$4,900,000 based on PPIC's revenues exceeding
CDN$20,000,000 for the fiscal year ended September 30, 2010. It is
anticipated that the consideration will be paid in the form of approximately
29% in cash and 71% in Pure common stock, to be issued, subject to TSX
Venture Exchange approval, at CDN$4.44 per share which issue price was
negotiated as part of the transaction. Emerald Technology Ventures, PPIC's
largest shareholder, will have the right to nominate one director to Pure's
Board of Directors. Subject to TSX Venture Exchange approval upon closing
the transaction, Scott MacDonald, Partner with Emerald Technology Ventures,
will join Pure's Board of Directors.
Dr. Brian Mergelas will remain the Chief Executive Officer of PPIC until
the transaction close, to which point he has agreed to accept the position of
Senior Vice-President, Corporate Strategy & Development, with Pure.
Canaccord Genuity acted as financial advisor to Pure on this transaction
and Kirchner Private Capital Group acted as financial advisor to PPIC.
Bennett Jones LLP acted as legal counsel to Pure and Heenan Blaikie LLP as
legal advisor to PPIC and its shareholders.
About Pure Technologies Ltd.
Pure Technologies Ltd. is an international asset management technology
and services company which has developed patented technologies for
inspection, monitoring and management of critical infrastructure around the
world. Pure's business model incorporates four distinct but complementary
business streams:
- Sales of proprietary monitoring technologies for pipelines, bridges and structures (SoundPrint(R), SoundPrint(R) AFO); - Recurring revenue from data analysis and site maintenance for these technologies, and from technology licensing. - Premium technical services including inspection, leak detection and condition assessment (P-Wave(R), SmartBall(R), Long-Range Robotics). - Specialized engineering services in areas related to asset management, primarily in the area of pipeline condition assessment for water and wastewater infrastructure (Openaka, Price Brothers UK Ltd, and Jason Consultants).
About The Pressure Pipe Inspection Company
PPIC, a privately-held company with headquarters in Mississauga,
Ontario, is a recognized provider of large-diameter water and wastewater
pipeline condition assessment. PPIC was founded in 1997 to commercialize
RFEC/TC, an electromagnetic inspection technology for prestressed concrete
pipes developed by David Atherton, Professor of Physics at Queen's
University, Kingston, Ontario. In 2008, PPIC purchased the worldwide rights
(excluding the United Kingdom and Ireland) to Sahara(R), a leak detection
system for large-diameter pipelines developed by WRc plc.
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking
statements, without limitation, may contain the words believes, expects,
anticipates, estimates, intends, plans, or similar expressions.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions and Pure's actual results could
differ materially from those anticipated. Forward looking statements are
based on the opinions and estimates of Management at the date the statements
are made, and are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from
those projected in the forward-looking statements. In the context of any
forward-looking information please refer to risk factors detailed in, as well
as other information contained in, Pure's filings with Securities Regulators
(www.sedar.com).
"Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release."
(R) Registered Trademarks, property of Pure Technologies Ltd.
For further information: To find out more about Pure Technologies Ltd.
(TSX-V: PUR), visit our website at www.puretechnologiesltd.com;
contact James E. Paulson, Chairman or Karen Keebler, Chief Financial Officer
at +1(403)266-6794; or e-mail to: info@puretechnologiesltd.com
For further information: To find out more about Pure Technologies Ltd. (TSX-V: PUR), visit our website at www.puretechnologiesltd.com; contact James E. Paulson, Chairman or Karen Keebler, Chief Financial Officer at +1(403)266-6794; or e-mail to: info at puretechnologiesltd.com
Tags: Calgary, canada, July 28, Pure Technologies Ltd