GDG Environment Group Ltd.

GDG Environment Group Ltd.

March 08, 2010 09:38 ET

GDG ENVIRONMENT GROUP Ltd. Has Acquired the Environmental Firm Groupe Bio Services Inc.

TROIS-RIVIERES, QUEBEC--(Marketwire - March 8, 2010) - GDG ENVIRONMENT GROUP, (TSX VENTURE:GDG), a Canadian recognized leader in the integrated control of biting flies, offering a broad range of environmental services targeting the improvement of quality of life and the public health protection, announced the acquisition of all issued and fully paid shares of Groupe Bio Services, a firm specialized in the biological control of mosquitoes and black flies larvae (« the Acquisition »).

This Acquisition is part of GDG Environment Group's expansion strategy, initiated in 2009, which is aimed at making the company even more competitive on the Canadian market and active at the international level. The Group's long-term objective is to offer a wide range of environmental services to municipalities, cities, governments and countries, and become a top supplier of added value environmental and public health services.

"We are happy to welcome Groupe Bio Services in our team", said Jean-Guy Lanouette, Chairman of the Board for GDG Environment Group. "From the start, Groupe Bio Services has shown similar family characteristics as GDG. This synergy will optimize the effectiveness of our operations, and will be a precious asset for our customers".

"The Acquisition, which occurs a few months after the announcement of our commercial alliance with CTM Inc., specialized in the control of ragweed, is another great achievement in-line with our strategic business plan", said Jean Sébastien Bérubé, President and Chief Executive Officer of GDG Environment Group. "With Groupe Bio Services on board, we will have the critical mass to expand our services throughout Canada and at the international level. We are confident that both employees and customers of Groupe Bio Services will be well served by this new team at GDG. Furthermore, customers can rest assured that this association will go smoothly with no disruptions of services", added Mr. Bérubé.

About the Acquisition

The Acquisition was finalized between arm's length parties under the sale of shares agreement signed on March 5 2010 by all shareholders of Groupe Bio Services, 9109-5521 Quebec Inc., Phylum inc., and by Mr. Carlo Gagliardi and GDG.

The Acquisition was completed for a consideration of $1,650,000, ($330,000) paid cash and by the issuance of ($495,000) convertible promissory notes (the "Notes"), 4,125,000 common shares of GDG at $0.20 per share and of 1,031,251 warrants, allowing its owners to subscribe one common share of the company at $0.20 per share, ending on March 4th , 2013 ($825,000).

The Notes bear interest at 11.5 % and half will mature on September 4th, 2010. The remaining Notes will mature on March 4th, 2011 and are convertible, at the discretion of its owner, in whole or in part, in common shares at a conversion price of $0.20 per share, anytime before their repayment.

The issuance of shares combined with the exercise of warrants and the conversion of Notes does not mean the emergence of a controlling shareholder, the presence of a new insider or a change of control at GDG Environment Group.

No commission or intermediation fee are payable by GDG Environment Group within the framework of this Acquisition, which is a continuity of its current activities.

The TSX Venture Exchange has conditionally approved the transaction and must grant a final approval.

About Groupe Bio Services

Groupe Bio Services hires a seasonal labor force and adopt a similar approach to fulfill their biological biting fly control mandates.

In 2009, Groupe Bio Services generated $1,380,000 in revenues and a net taxable income of $222,000.

About GDG Environment Group

Since 1980, GDG Environment Group, a recognized leader in the integrated control of biting flies, offers a broad range of services targeting the improvement of quality of life and the protection of public health, mainly through the biological control of biting flies, vector control and the surveillance and prevention of West Nile Virus in Canada.

GDG Environment Group now operates 4 divisions: GDG Environnement, front-runner in the biological control of biting flies and vector control, GDG Aviation which manages all aerial operations for the Group and Diamond Sylvico, a Northern Quebec subsidiary, firmly established in the Cree Community of Waskaganish (James Bay territory) and our most recent acquisition, Groupe Bio Services, a firm that specialized in the biological control of mosquitoes and black flies. GDG Environment Group relies on substantial logistics for the realizations of its mandates : a taxonomy and molecular biology laboratory, a modern fleet of 4 airplanes and 4 helicopters and more than 125 road vehicles.

The Group markets its expertise throughout the country and has a strong team of scientists and managers plus a team of nearly 200 professionals and technicians in the summer. The Group is established as the most important player in Canada, after more than 500 successful mandates in the field of biological control of biting flies and in the management of disease vectors.

Listed on the TSX Venture Exchange since April 2008, the shares of GDG Environment Group are traded under the ticker "GDG" - (TSX VENTURE:GDG).

The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • GDG Environment Group Ltd.
    Jean Sebastien Berube
    President and Chief Executive Officer
    819-373-6832 (FAX)
    GDG Environment Group Ltd.
    Isabelle Martin
    Chief of finance and Vice-President, Operations
    819-373-6832 (FAX)