Edleun Group, Inc.
TSX VENTURE : EDU

Edleun Group, Inc.

April 20, 2011 15:28 ET

Edleun Announces Two Acquisitions and Agreement for $25 Million Private Placement

CALGARY, ALBERTA--(Marketwire - April 20, 2011) - NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Edleun Group, Inc. (TSX VENTURE:EDU) ("Edleun" or the "Company"), a leading Canadian operator, consolidator and developer of child care facilities, announced today that it has entered into two definitive agreements, one to acquire a centre in a suburb just west of Edmonton, and another centre in a Greater Vancouver British Columbia community. Edleun currently owns and operates 20 centres and has agreements to acquire or build an additional 12 child care centres located in Alberta and B.C.

Additionally, the Company announced that it has entered into an agreement with a syndicate led by Desjardins Securities, and including Cormark Securities Inc., Clarus Securities Inc., Paradigm Capital Inc., Industrial Alliance Securities Inc. and Raymond James Ltd. (collectively, the "Agents") to act as agents in connection with an overnight marketed private placement of approximately $25,000,000 at $1.10 per common share (the "Offering"). Closing of the Offering is expected to occur on or about May 10, 2011.

The Company has obtained preliminary orders of $12,500,000 including $5,000,000 from Vision Capital Corporation on behalf of its funds under management, Edleun's largest current shareholder and an insider of the Company, to participate in the Offering; such expressions subject to receipt of executed subscription agreements.

The Agents will receive a cash commission of 5% of the gross proceeds of the Offering.

It is anticipated that the net proceeds of the private placement will be used by Edleun to acquire and develop new and existing child care centres and for general working capital.

The Company is acquiring a child care business in Alberta for $1,065,880 and will lease the premises under a long term lease from a third party. The acquisition will add 121 licensed child care spaces to the Company's portfolio. The centre located in the Greater Vancouver area is being acquired for $630,000 with the 114 licensed space facility subject to a ground lease.

As with all centres built or acquired by the Company, the Edleun operating procedures, systems of quality control, educational curriculum and nutritionally certified meal program will be implemented subsequent to Edleun's acquisition.

These acquisitions will add 235 licensed child care spaces to the Company's portfolio. These acquisitions bring the total licensed spaces, including centres owned and transactions previously announced to acquire or build, to 3,102 spaces across 32 centres.

The Company will fund the completion of these acquisitions utilizing its currently available financial resources.

The closing of these acquisitions is scheduled to occur in the near term, and is subject to certain conditions precedent. There can be no assurance that the acquisitions will be completed, or if completed, what the final terms will be.

This private placement is subject to standard closing conditions, including the execution of a definitive underwriting agreement, the approval of the TSX Venture Exchange and any other necessary regulatory requirements. The Shares will be offered in certain provinces of Canada by way of a private placement pursuant to applicable prospectus exemptions, and may be offered to U.S. purchasers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities issued pursuant to the Offering will be subject to a four-month hold period in Canada from the date of the closing of the Offering.

About Edleun Group, Inc.

Edleun is the leading provider of high-quality, educational child care in Canada. The Company is committed to providing children, families and employers with access to, and choice of, quality early childhood education programs, helping Canadians balance their work and family lives.

The Company's objectives include the acquisition and improvement of existing child care centres and development of new child care centres across Canada. Edleun is also pursuing the development of new "state of the art" child care centres in a number of Calgary and Edmonton residential communities which are currently underserved.

FORWARD-LOOKING STATEMENTS :

Certain statements in this Release which are not historical facts may constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Any statements related to Edleun's projected revenues, earnings, growth rates, revenue mix, staffing and resources, and product plans are forward looking statements as are any statements relating to future events, conditions or circumstances. The use of terms such as "believes", "anticipated", "expected", "projected", "targeting", "estimate", "intend" and similar terms are intended to assist in identification of these forward-looking statements. Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause the actual results, performance, achievements or developments of Edleun to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions. Except as required by law, Edleun does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

The Company undertakes no obligation, except as required by law, to update publicly or otherwise any forward-looking information, whether as a result of new information, future events or otherwise, or the above list of factors affecting this information. Many factors could cause the actual results of Edleun to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements.

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.

Contact Information

  • Edleun Group, Inc.
    Leslie Wulf
    Chief Executive Officer
    (403) 705-0362

    Edleun Group, Inc.
    Dale Kearns
    Chief Financial Officer
    403) 705-0362

    Equicom Group, Inc.
    Nick Hurst
    403) 218-2835