Seacliff Construction Corp.
TSX : SDC

Seacliff Construction Corp.

December 01, 2009 16:01 ET

Seacliff Completes Acquisition of Broda Construction Group

- Strengthens Diversification with Purchase of Leading Saskatchewan-based Civil Construction Company

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 1, 2009) - Seacliff Construction Corp. (Seacliff) (TSX:SDC) (www.seacliffconstruction.ca), one of Western Canada's largest and most diversified construction companies, today announced that it has completed its acquisition of the Broda Construction Group (Broda), www.brodaconstruction.com). Broda is a leading, privately held earth moving and heavy civil construction company based in Prince Albert, Saskatchewan. The acquisition gives Seacliff a much stronger presence in the civil construction industry and greater access to the institutional infrastructure sector, which is currently being fueled by substantial government investment and stimulus initiatives. The $49.5 million purchase price, which was paid with a combination of cash, shares and assumed liabilities, was reduced by $0.5 million to reflect the elimination of one piece of real estate from the assets acquired. This is Seacliff's second acquisition since its IPO in April 2008.

"With this move, we have made significant progress in meeting our strategic objective to increase Seacliff's presence in the civil construction sector, thus enhancing our access to a broader range of infrastructure opportunities," said Bill Crarer, Seacliff's CEO. "This purchase also reflects our confidence in the Canadian economy, particularly in Saskatchewan, where there is tremendous long-term growth potential. Broda is a best-of-breed business with strong management that brings us complementary capabilities, greater diversification and significant upside potential. Reiterating our ongoing emphasis on profitability, the acquisition will also have an immediate positive impact on both our Work on Hand and bottom-line performance, with strong potential for continued growth going forward," Crarer added.

Supported by a modern fleet comprising more than 500 pieces of construction and support equipment, well-defined operating systems and a core employee group of 80 people, Broda specializes in four main areas: aggregate processing, earthwork, civil construction and concrete production. The company serves a geographic market ranging from Prince George, BC to Dryden, Ontario and a large and growing base of loyal customers, including Canadian Pacific Railway, Canadian National Railway, Potash Corporation of Saskatchewan, Cameco and Agrium.

Broda will continue to operate under its current name and organizational structure and, along with Dominion Construction, Seacliff's general contracting business unit and Canem Systems, its electrical contracting business, will form a third, independently operated division. Independent operation preserves the ability of each business unit to partner with competing contractors, thus maximizing Seacliff's opportunities and its revenues. Gord Broda, who has served 32 years with Broda and has been CEO since 1986, will continue to lead that company, and will also have a significant ownership position in Seacliff.

About Seacliff Construction Corp.

Headquartered in Vancouver, BC, Seacliff is one of the largest and most diversified construction companies in Western Canada. In addition to the greatly expanded civil construction capabilities and industrial client base added by the Broda acquisition, Seacliff provides general contracting construction services through Dominion Construction and electrical contracting services through Canem Systems. These two business units serve a wide array of clients in both the public and private sectors, with the majority of their business derived from institutional, commercial and light industrial construction projects. Including the new Broda assets, Seacliff now operates from a total of 23 locations in British Columbia, Alberta, Saskatchewan and Manitoba, as well as one location in Northwestern Ontario.

Forward-Looking Statements
 
This press release includes statements that constitute forward-looking statements or information under applicable securities legislation, including, in particular, statements regarding the anticipated completion of Seacliff's acquisition of Broda and the synergies and growth to Seacliff's EBITDA and revenue which Seacliff expects to realize from the acquisition. Such forward-looking statements or information are based on a number of assumptions which may prove to be incorrect. Assumptions have been made regarding, among other things, the satisfaction of the conditions precedent to completion of the acquisition, the successful implementation of Seacliff's business plan including the successful integration of Broda's operations and personnel, the continued availability to Seacliff of qualified personnel, the continuation and completion of the projects forming Seacliff's Total Work on Hand, and general economic, business and market conditions. Although Seacliff believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on forward-looking statements because Seacliff can give no assurance that such expectations will prove to be correct. The forward-looking statements are based on Seacliff's current expectations, estimates and projections, and are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, among others, Seacliff's ability to capitalize on the anticipated synergies from the acquisition and successfully integrate Broda's operations and key personnel, Seacliff's ability to be retained for existing and new project work by existing and new clients, Seacliff's ability to retain and hire the qualified personnel required, the delay or cancellation of projects forming Seacliff's Total Work on Hand, general economic, business and market conditions, and other risks as are detailed from time to time in continuous disclosure filings of Seacliff. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. These forward-looking statements are made as of the date of this press release, and Seacliff assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable laws.

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