Entrec Transportation Services Ltd.
TSX VENTURE : ENT

Entrec Transportation Services Ltd.

February 24, 2012 09:22 ET

Entrec Enters Into Letters of Intent to Acquire Singer Specialized Ltd.

SPRUCE GROVE, ALBERTA--(Marketwire - Feb. 24, 2012) - Entrec Transportation Services Ltd. (TSX VENTURE:ENT) ("ENTREC") is pleased to announce it has entered into a letter of intent, subject to certain conditions, to acquire 100% of the issued and outstanding shares of Singer Specialized Ltd. ("SINGER"). SINGER is based in Calgary, Alberta and specializes in the transportation of over-sized and over-weight equipment within the oil and gas, petro-chemical, power generation, construction and mining industries. The original SINGER operating company was first established in 1978.

Operating out of a modern 21,000 square foot shop and office facility, SINGER operates an extensive fleet of conventional heavy haul trailers, tractors, winch tractors, prime movers, picker trucks, as well as 58 lines of hydraulic platform trailers. Entrec's existing Calgary location will be integrated into the SINGER location.

"We are very pleased with the potential acquisition of SINGER," comments Rod Marlin, ENTREC's Chairman and CEO. "The acquisition of SINGER comes with a committed management team and will allow us to continue executing our strategy to become the dominant provider of heavy haul transportation services in our markets."

The aggregate purchase price payable for SINGER will be $15.265 million, less the value of long-term debt as at the closing of the transaction. The aggregate purchase price will be payable through a combination of: (i) the issuance of 3,900,000 common shares of ENTREC issued at a deemed price of $1.35 per share; and (ii) the balance payable in cash. The acquisition of SINGER is currently anticipated to close on or about April 5, 2012.

In conjunction with the close of the transaction, Entrec will invite key SINGER employees to participate in its Employee Share Ownership Plan.

Entrec estimates SINGER could generate earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately $4.0 million on an annual basis in the future after considering the impact of expected synergies.

Reader Advisory

Completion of the proposed transaction is subject to, among other things, the negotiation and execution of a definitive binding agreement, approval of the board of directors of ENTREC, regulatory approval (including but not limited to the approval of the TSX Venture Exchange), and the completion of due diligence activities. 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 proposed transaction will be completed as proposed or at all.

About ENTREC

ENTREC specializes in the transportation and rigging of overweight and oversized cargo for the oil and gas, construction, petrochemical, mining and power generation industries. The common shares of ENTREC trade on the TSX Venture Exchange under the trading symbol "ENT".

Forward-looking statements

This press release contains forward-looking statements that reflect ENTREC's current beliefs and that are based on information currently available to ENTREC. These statements require ENTREC to make assumptions it believes are reasonable but, as a result of such assumption, such forward-looking statements are subject to inherent risks and uncertainties. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond ENTREC's control.

Examples of such forward-looking statements in this press release relate to, but are not limited to, (i) ENTREC's expectation that the SINGER acquisition will be completed and the terms on which it will be completed, and (ii) that EBITDA for SINGER could approximate $4.0 million on an annual basis in the future after considering the impact of expected synergies. These forward-looking statements rely on certain expectations and assumptions, including, among others, (i) the results of ENTREC's due diligence review of the businesses proposed to be acquired being satisfactory,(ii) the ability of the parties to agree to the terms of a definitive agreement, (iii) the ability of ENTREC to receive the various approvals required, and (iv) SINGER meeting or exceeding ENTREC's internal revenue, net earnings, and cash flow forecasts for that business in the future.

Although ENTREC believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because ENTREC can give no assurance that they will prove to be correct. The results of the due diligence review on the businesses proposed to be acquired by ENTREC may be less than satisfactory, the parties may be unable to agree to the terms of the definitive documentation required for the transaction, and ENTREC may not be able to obtain all required approvals. Factors that may negatively impact ENTREC's ability to achieve these forecasts include, but are not limited to, fluctuations in the demand for specialized heavy haul transportation services in the Alberta oil sands region and across western Canada, political and economic conditions, industry competition, and ENTREC's ability to attract and retain both customers and key personnel. Readers are cautioned not to place undue reliance on these forward-looking statements, which are given as of the date hereof, and to not use such forward-looking statements for anything other than their intended purpose. ENTREC undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by 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

  • Entrec Transportation Services Ltd.
    Rod Marlin
    Chairman & CEO
    (780) 960-5647

    Entrec Transportation Services Ltd.
    John M. Stevens
    President & COO
    (780) 960-5625

    Entrec Transportation Services Ltd.
    Jason Vandenberg
    CFO
    (780) 960-5630