CERF Incorporated
TSX VENTURE : CFL

CERF Incorporated

May 09, 2016 08:00 ET

CERF Incorporated Announces Acquisition and Corporate Officer Appointments

CALGARY, ALBERTA--(Marketwired - May 9, 2016) - CERF Incorporated (the "Company" or "CERF") (TSX VENTURE:CFL) announced that on May 6, 2016 Zedcor Energy Services Corp., a wholly-owned subsidiary of CERF, completed the acquisition of all of the business and assets of Summit Star Energy Services Inc. ("Summit Star").

The purchase price of $750,000 was funded by the issuance of 1,713,318 common shares of CERF based on the volume weighed average price of the common shares of CERF over the 30 trading days up to and including May 5, 2016. No debt was assumed and no cash was paid in conjunction with the transaction.

The acquisition of Summit Star's business and assets was made based on the following transaction metrics:

  • 0.7x fair market value of assets
  • 1.0x book value of assets
  • 1.8x 2016E EBITDA
  • 2.5 years average age of assets

CERF is pleased to announce that Mr. Alex Johnstone has been appointed as Vice President, Business Development of CERF Incorporated.

Summit Star was founded in 2012 by Alex Johnstone and its assets include hybrid solar power light towers and trickle pumps. The majority of Summit Star's customers are mid-stream, pipeline and industrial project operators.

"We are very pleased to have Alex Johnstone join CERF Incorporated as Vice President, Business Development. Alex has been working closely with CERF over the last five months and has been instrumental in the success of both CERF's Energy Services and Industrial Rentals segments entering into contracts in the mid-stream service market.

Alex's fleet of leading edge technology rental equipment is currently realizing 70% utilization through a diverse customer mix. Alex's role at CERF will be to continue to drive sales at both our Energy Services and Industrials Rentals segments, and also to help manage CERF's entire rental fleet to ensure we are continuing to find innovative ways to provide value-added rental services to our customers", said Austin Fraser, President of CERF.

Mr. Artie T. Kos, a director and control person of CERF and also a director and control person of Summit Star, declared his conflict and recused himself from all CERF and Summit Star board decisions and from all CERF management discussions. He also abstained from voting on all matters relating to the acquisition of the Summit Star business and assets. As a result of Mr. Artie T. Kos' management positions and share ownership in CERF and Summit Star, CERF's acquisition of Summit Star is a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). CERF relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement of MI 61-101 and 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101, as neither the fair market value of the transaction, nor the fair market value of the consideration for the transaction, exceeded 25% of CERF's market capitalization.

The Board of Directors of CERF is also pleased to announce the appointment of Mr. Artie T. Kos as Chairman of the Board and Chief Executive Officer of CERF Incorporated following his resignation as Executive Chairman of CERF.

About CERF Incorporated

CERF is a Canadian public corporation with two primary divisions: industrials and energy services. The Industrials division is engaged in the rental of industrial and construction equipment and waste management. The energy services division is engaged in the rental of surface rentals, downhole equipment and accommodations to the Western Canadian Oil and Gas Industry. CERF trades on the TSX Venture Exchange under the symbol "CFL".

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information may contain statements with the words "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "budget", "should", "project", "would have realized', "may have been" or similar words suggesting future outcomes or expectations. Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements because the Company can give no assurance that such statements will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties. Although management believes these assumptions are reasonable, there can be no assurance that they will be proved to be correct, and actual results will differ materially from those anticipated. For this purpose, any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless it is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

Neither 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.

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