EIS Capital Corp.
TSX VENTURE : EIE.P

April 08, 2011 14:08 ET

EIS Capital Corp. Signs Purchase Agreement to Acquire Entrec Transportation Services Ltd. ("Entrec")

CALGARY, ALBERTA--(Marketwire - April 8, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

EIS CAPITAL CORP. ("EIS") (TSX VENTURE:EIE.P) is pleased to announce that it has entered into a purchase agreement dated April 7, 2011 (the "Purchase Agreement") to acquire the business of Entrec Transportation Services Ltd. ("Entrec") via the acquisition of all of the issued and outstanding shares of Entrec from Flint Energy Services Ltd. ("Flint") as well as certain assets used to conduct the business of Entrec from a wholly-owned subsidiary of Flint named Conex Rentals Corporation ("Conex", and together with Flint, are collectively referred to as the "Vendors") (the "Acquisition").

Concurrent with the completion of the Acquisition, and in order to fund the Purchase Price (as defined below) for the Acquisition, EIS will complete a private placement (the "Private Placement") of common shares of EIS (the "EIS Shares") and arrange for a credit facility (the "Debt Financing", and together with the Private Placement and Acquisition, collectively referred to as the "Transactions").

The Transactions are intended to serve as the "Qualifying Transaction" of EIS pursuant to the policies of the TSX Venture Exchange (the "Exchange") and are subject to the acceptance of the Exchange. Following completion of the Transactions, EIS will, via Entrec, specialize in the transportation and rigging of overweight and oversized cargo for the oil and gas, construction, petrochemical, mining and power generation industries. Entrec provides its services throughout Alberta, Saskatchewan, British Columbia and the Northwest Territories

Arm's Length Qualifying Transaction

The Acquisition was negotiated by the parties to the Purchase Agreement dealing at arm's length with each other and therefore, in accordance with the policies of the Exchange, is not a Non-Arm's Length Qualifying Transaction. As a result, approval of the Acquisition by holders of the EIS Shares (the "Shareholders") is not required under the policies of the Exchange as a condition to the completion of the Acquisition. A Filing Statement in respect of the Transactions will be filed on SEDAR prior to the close of the Transactions.

In addition, the Private Placement will not result in a change of control for EIS and therefore, approval of the Private Placement by the Shareholders is also not required under the policies of the Exchange as a condition to the completion of the Private Placement.

The Transactions

The Acquisition

Pursuant to the terms of the Purchase Agreement, on the date on which the Acquisition closes, which date is currently anticipated to be May 6, 2011 or such other date as may be mutually agreed to between the parties (the "Closing Date"):

  1. Flint shall sell and convey, and EIS shall purchase and pay for, the entire interest of Flint in the common shares of Entrec; and
  2. Conex shall sell and convey, and EIS shall purchase and pay for, the entire interest of Conex in certain assets used to conduct the business of Entrec (the "Assets");

for the purchase price of $28,527,508.40 plus applicable GST (the "Purchase Price"), subject to certain adjustments set out in the Purchase Agreement, such Purchase Price being payable in cash on the Closing Date and being allocable amongst Flint and Conex in accordance with the terms of the Purchase Agreement.

Pursuant to the Purchase Agreement, EIS shall provide the Vendors with a refundable deposit of $225,000 and a non-refundable deposit of $25,000. However, provision of the refundable deposit is subject to the prior written acceptance of the Exchange.

If the Entrec Acquisition has not closed by May 30, 2011, either the Vendors or EIS may terminate the Purchase Agreement by providing written notice of such termination to the other.

The Vendors

Flint is a public company listed on the Toronto Stock Exchange. Conex is a wholly-owned subsidiary of Flint. Both Conex and Flint are companies incorporated pursuant to the provisions of the Business Corporations Act (Alberta).

Representations, Warranties and Covenants

The Purchase Agreement contains certain customary representations and warranties of each of EIS and the Vendors relating to, among other things, their respective organization, capitalization, qualification, operations, compliance with laws and regulations and other matters, including their authority to enter into the Purchase Agreement and to consummate the purchase and sale contemplated by the Purchase Agreement.

Conditions of the Purchase Agreement

The Purchase Agreement contains a number of conditions precedent to the obligations of EIS and the Vendors thereunder including but not limited to the acceptance of the Exchange. Unless all such conditions are satisfied or waived by the party or parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the purchase and sale will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all.

The Private Placement

Concurrent with the Acquisition, EIS will complete the Private Placement to raise gross proceeds of up to $17,500,000 via the issuance of up to 17,500,000 EIS Shares at the private placement price of $1.00 per EIS Share (the "Private Placement Price"). In addition, the Agent shall have the option to sell an additional number of EIS Shares of up to 15% of the EIS Shares sold pursuant to the Private Placement (i.e. up to an additional 2,625,000 EIS Shares if the Private Placement is fully sold) at the Private Placement Price, which option shall be exercisable for a period of 30 days after the Closing Date (the "Agent's Over-Allotment Option").

Stifel Nicolaus Canada Inc. (the "Agent") has been retained as the lead agent for the Private Placement on a "commercially reasonable best efforts" basis. Pursuant to the terms of an engagement letter (the "Engagement Letter"), the Agent will receive an aggregate fee consisting of (i) a cash fee equal to up to 6% of the gross proceeds of the Private Placement; and (ii) broker warrants (the "Private Placement Broker Warrants") entitling the Agent to purchase up to 6% of the aggregate number of EIS Shares issued pursuant to the Private Placement, each Private Placement Broker Warrant entitling the holder to buy one EIS Share at any time at the Private Placement Price exercisable for 24 months following the Closing Date of the Private Placement.

Notwithstanding the foregoing, EIS and the Agent have agreed that the Agent will only receive a cash fee of 2% of the gross proceeds raised, and a number of Private Placement Broker Warrants equal to 2% of all EIS Shares sold, on all orders from a "President's List" of investors to be provided by EIS to the Agent. The Agent may limit the number of EIS Shares sold on orders from that President's List to 50% of the number of EIS Shares sold pursuant to the Private Placement.

Pursuant to the terms of the Engagement Letter, EIS will reimburse the Agent for all reasonable out-of-pocket expenses incurred by the Agent while performing its duties under the Engagement Letter. Such expenses shall payable on receipt by EIS of invoices from the Agent, whether or not the Private Placement is completed.

A portion of the proceeds of the Private Placement will be used to fund the Purchase Price for the Acquisition.

The Debt Financing

Concurrent with Closing, EIS anticipates that it will enter into debt financing arrangements with Canadian Western Bank ("CWB") pursuant to which CWB will make available to EIS up to $15,000,000 over five years in a credit facility on the equipment included in the Assets, up to $3,750,000 in a credit facility on the building included in the Assets and a $2,000,000 operating line of credit.

A portion of the proceeds of the Debt Financing will be used to fund the Purchase Price for the Acquisition.

Options

Concurrent with the closing of the Acquisition and the Private Placement, it is anticipated that EIS will grant new options to acquire up to an aggregate of 1,125,000 EIS Shares at $1.00 per share to directors, officers and employees of EIS under EIS' stock option plan, including options to acquire up to 875,000 EIS Shares to be granted to directors and officers. Such options will expire five years from the closing date of the Acquisition.

About EIS

EIS is a capital pool company created to identify potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value.

The EIS Shares are listed for trading on the Exchange under the trading symbol "EIE.P" The closing price of the EIS Shares on the Exchange on March 4, 2011, the last trading day before the initial announcement of the Acquisition, was $0.90. Trading in the EIS Shares has remained halted since March 7, 2011 and it is currently anticipated that they will remain halted until closing of the Transactions.

About Entrec

General

Entrec is a wholly-owned subsidiary of Flint and is incorporated pursuant to the provisions of the Business Corporation Act (Alberta). Entrec is a private company that specializes in the transportation and rigging of overweight and oversized cargo for the oil and gas, construction, petrochemical, mining and power generation industries. Entrec provides its services throughout Alberta, Saskatchewan, British Columbia and the Northwest Territories. Entrec's services include, but are not limited to:

  • the transportation of oversized and overweight oilfield process equipment including compression equipment and dehydration equipment;
  • customized heavy transportation services for large scale modular construction projects;
  • expert advice and customized solutions for the movement of large scale vessels;
  • transportation of unique oversize and overweight loads; and
  • both jack and roll and hydraulic sliding systems;

including equipment, labour and expertise required to provide for the safe and efficient loading, offloading and setting of heavy equipment.

As at March 31, 2011, for the remainder of 2011 Entrec had committed bookings for future work of approximately $22,700,000 and additional prospective bookings estimated at $4,200,000. Notwithstanding the foregoing, there is no guarantee that such bookings will materialize.

Assets

Entrec has a large fleet of over 160 highly specialized heavy haul trucks and trailers. Its fleet is relatively new, with the majority of heavy haul equipment being less than five years in age. Transportation services include both the equipment necessary to move the load as well as a trained, professional driver capable of securing, moving and manipulating the load at its origin and destination.

Conex owns and leases to Entrec a 10 acre yard and buildings in Spruce Grove, Alberta (i.e. the Real Estate Assets). Entrec also leases an additional 5 acres in Spruce Grove, Alberta and leases premises in both Calgary and Grande Prairie. It is currently contemplated that EIS will acquire the Real Estate Assets as part of the Entrec Acquisition and that, following Closing, Entrec will continue to lease the premises it currently leases in Spruce Grove and Calgary, but will not continue to lease the premises in Grand Prairie.

Entrec has approximately 85 employees, which includes members of senior management who possess between 10 to 30 years of experience in the heavy haul industry and drivers who possess anywhere from 2 to 15 years of experience.

Unaudited Financial Information

The following table summarizes certain selected consolidated financial information for the business of Entrec for the twelve month periods ended December 31, 2010 and 2009 and for the nine month period ended December 31, 2008.

Income Statement DataFor the year ended
December 31, 2010
(unaudited)
For the year ended December 31, 2009
(unaudited)
Nine months ended December 31, 2008
(unaudited)
Total Revenue$21,111,293$23,116,497$14,701,984
Net Income (Loss)$(1,358,428)$590,685$(184,391)
Balance Sheet Data
As at
December 31, 2010

As at
December 31, 2009
Total Assets$32,456,147$31,509,732
Total Liabilities$33,408,281$31,103,438
Shareholder's Equity$(952,134)$406,294

Audited financial information for the Entrec business for the aforementioned periods will be included in the filing statement to be filed on SEDAR by EIS in connection with the Transactions.

Information with respect to EIS's audited financial statements for the periods from October 23, 2009 to October 31, 2010 and for the three month period ended January 31, 2011 will also be included in the filing statement to be filed on SEDAR by EIS in connection with the Transactions.

Board of Directors, Management Team and Insiders

The board of directors of EIS currently consists of Rod Marlin, Peter Lacey, Jason Vandenberg, Joe Brennan and Chris Porter. It is currently anticipated that Jason Vandenberg will resign from the board of directors of EIS following the completion of the Transactions and will be replaced by John Stevens. However, Jason Vandenberg will remain as CFO of EIS. None of the current directors or officers of EIS are directors, officers or shareholders of the Vendors and none of the directors, officers of the Vendors are directors or officers of EIS.

Subject to the closing of the Transactions, the insiders of EIS (i.e. the "Resulting Issuer") are expected to be the following individuals.

Rod Marlin, Chief Executive Officer and Director. Mr. Marlin was the President, CEO and a Director of Eveready Inc. and its predecessor companies ("Eveready") from 1995 until that company's acquisition by Clean Harbors, Inc. ("Clean Harbors") in July 2009. Following the completion of that acquisition, Mr. Marlin provided consulting services to Clean Harbors until July 2010. Mr. Marlin now sits on the board of directors of Clean Harbors, a public company listed on the New York Stock Exchange that provides environmental, energy and industrial services throughout North America and in several international locations. Eveready (now Clean Harbors Industrial Services Canada Inc.) provides industrial maintenance and oilfield production services to the energy, resource and industrial sectors. Prior to its acquisition by Clean Harbors in July 2009, the common shares of Eveready were listed for trading on the Toronto Stock Exchange. Mr. Marlin was also the founder and President of Marlin Travel Group from its inception in 1967 to its sale in 1993.

Peter Lacey, Director. Mr. Lacey has been the President, CEO and a Director of Cervus Equipment Corporation and its predecessor companies ("Cervus") since 1998. Cervus is a public company listed on the Toronto Stock Exchange that owns and manages a number of authorized John Deere, Bobcat, JCB and material handling equipment dealers in Western Canada. Mr. Lacey has also been the President, CEO and a trustee of Proventure Income Fund, a public real estate investment trust listed on the Exchange, since November 2005. Mr. Lacey was a Director and Chairman of the Board of Eveready from March 2005 until its acquisition by Clean Harbors in July 2009.

John Stevens, President, Chief Operating Officer and Director. Mr. Stevens has been Interim CEO of G.L.M. Industries L.P. since November 2010 and CFO of that company from April 2010 until January 2011. Prior thereto, Mr. Stevens was the President and a Director of NC Services Group Ltd. from May 2007 until October 2009 and CEO of that company from November 2008 until October 2009. Mr. Stevens was the Senior Vice President of Eveready from August 2006 until May 2007 and the CFO of Eveready from September 2002 until May 2007. Mr. Stevens has held various accounting positions, including CFO, of Nilsson Bros. Inc., a meat packing, livestock and food processing company, from 1990 to 2002. Mr. Stevens received his Bachelor of Commerce degree from the University of Alberta in 1989 and has been a member of the Society of Management Accountants since 1993.

Jason Vandenberg, Chief Financial Officer. Mr. Vandenberg was the CFO of Eveready from June 2008 until that company's acquisition by Clean Harbors in July 2009. Following the completion of that acquisition, Mr. Vandenberg provided consulting services to Clean Harbors until November 2009. Since May 2010 he has been the Vice President, Finance with Afexa Life Sciences Inc., a life sciences company listed on the Toronto Stock Exchange. Prior to June 2008, he was Vice President, Finance of Eveready from August 2006 to June 2008 and the Corporate Financial Reporting Manager for Eveready from April 2005 until August 2006. Prior to this, Mr. Vandenberg spent six years as an accountant with the national chartered accounting firm of Grant Thornton LLP. Mr. Vandenberg received a Bachelor of Commerce degree with distinction from the University of Alberta in 2000 and the designation of Chartered Accountant from the Institute of Chartered Accountants of Alberta in 2002.

Joe Brennan, Secretary and Director. Mr. Brennan is a partner with the law firm of Shea Nerland Calnan LLP. He has been a lawyer with that firm since 1997 and a partner since 2007. Mr. Brennan's practice has focused primarily on securities law and he has advised numerous private and public companies in that capacity. Mr. Brennan received a Bachelor of Laws degree from the University of Alberta in 1996 and was admitted to the Law Society of Alberta in 1997.

Chris Porter, Director. Mr. Porter has been Regional Vice President, Energy & Industrial Services of Clean Harbors, Inc. since July 2009. Prior thereto, Mr. Porter was the Director, Corporate Development of Eveready (now Clean Harbors Industrial Services Canada Inc.) from April 2006 until the acquisition of that company by Clean Harbors in July 2009. Prior thereto, except for the period from July 2005 to September 2005 where Mr. Porter was employed with Stantec Inc. as a Senior Financial Analyst, Mr. Porter spent three years as an accountant with the national chartered accounting firm of Grant Thornton LLP. Mr. Porter received a Bachelor of Commerce degree with distinction from the University of Alberta in 2003 and the designation of Chartered Accountant from the Institute of Chartered Accountants of Alberta in 2005.

Glen Fleming, Insider. Mr. Fleming is currently retired from active business. Prior thereto, Mr. Fleming had been Senior Vice President, Operations for Eveready (now Clean Harbors Industrial Services Canada Inc.) from July 2008 to March 2010. Prior thereto, Mr. Fleming had been a Vice President, Operations of Eveready from March 2005 to July 2008. Mr. Fleming was also the Regional Vice President of Eveready from 2002 until March 2005. It is anticipated that Mr. Fleming will, directly or indirectly, own 2,072,000 Common Shares following completion of the Transactions, being 10.36% of the anticipated Common Shares issued, assuming completion of the maximum Private Placement (not including the 2,625,000 additional Common Shares that may be issuable pursuant to the Agent's Over-Allotment Option).

Bert Holtby, Insider. Mr. Holtby is currently retired from active business. However, Mr. Holtby was a director or trustee of Eveready from 1999 until that company's acquisition by Clean Harbors in July 2009. He was also a general manager of Eveready from 1999 to 2002. From 1982 to 1999, Mr. Holtby was the owner and President of United Services, an industrial and oilfield services business. It is anticipated that Mr. Holtby will, directly or indirectly, own 4,016,000 Common Shares following completion of the Transactions, being 20.08% of the anticipated Common Shares issued, assuming completion of the maximum Private Placement (not including the 2,625,000 additional Common Shares that may be issuable pursuant to the Agent's Over-Allotment Option).

Additional Information

EIS will apply to the Exchange for an exemption from the sponsorship requirements in connection with the Qualifying Transaction. There is no assurance that such exemption will be granted. If such exemption is not granted, EIS will be required to engage a sponsor for the Transactions.

Reader Advisory

Completion of the Transactions is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the requirements of the Exchange, shareholder approval. Where applicable, the Transaction cannot close until the required Exchange and shareholder approval is obtained. There can be no assurance that these conditions precedent, or any other conditions precedent, will be satisfied. Further, there can be no assurance that the Transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transactions, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transactions and has neither approved nor disapproved of the contents of this press release.

Forward-Looking Statements

This news release contains forward-looking statements and information ("forward-looking statements") within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward-looking statements within the meaning of applicable securities laws relating to (i) the proposal to complete the Transactions, including statements regarding the terms and conditions of the Transactions and (ii) the committed and prospective bookings of Entrec for the remainder of 2011. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, (i) the risks that the parties will not proceed with the Transactions, that the ultimate terms of the Transactions will differ from those that currently are contemplated, and that the Transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities and shareholders or failure to raise sufficient funds) and (ii) the risk that the committed and prospective bookings of Entrec for the remainder of 2011 may not materialize. The statements in this press release are made as of the date of this release. None of EIS, Flint or Conex undertakes any obligation to comment on analyses, expectations or statements made by third-parties in respect of EIS, Flint or Conex or their respective financial or operating results or (as applicable), their securities, except as otherwise required by applicable securities law.

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.

Contact Information

  • Eis Capital Corp.
    Rod Marlin
    President, CEO and a director
    (780) 940-1438