Loyalist Group Limited

Loyalist Group Limited

July 09, 2013 07:30 ET

Loyalist Announces Largest Acquisition To Date

TORONTO, ONTARIO--(Marketwired - July 9, 2013) - Loyalist Group Limited (TSX VENTURE:LOY) is pleased to announce that it has entered into a definitive agreement to acquire MTI Community College Inc., an accredited community college operator with seven campuses in the Greater Vancouver Area, B.C. The purchase price is $8.0 million of which $6.0 million, subject to certain closing adjustments, is payable in cash at closing and $2.0 million, subject to certain post-closing adjustments, which is payable by way of a non-interest bearing, secured, subordinated promissory note due May 15, 2014. Closing is expected within the next week.

Loyalist anticipates the synergies and the cross selling opportunities created by this acquisition will positively impact revenues and EBITDA for Loyalist as a whole. MTI's anticipated August 2013 trailing 12-month revenues are expected to be over $9.0 million, and earnings before interest, taxes, depreciation and amortization are expected to be $1.6 million.

"MTI is our twelfth acquisition and the biggest to date," said CEO Andrew Ryu. "It's an especially good fit as it complements and expands our program offering. Our programs are tilted toward introductory English courses, and we have identified additional capacity in career ESL training. Most ESL students want to move from introductory programs to professional ESL - which are language courses that are specific to a discipline or industry such as, health care, hospitality, law, travel or tourism. By integrating MTI into our existing platform, we'll be able to capture more revenues from our existing students. Many of our students already attend schools such as MTI after graduating."

"We expect to derive significant synergies from this acquisition, on the top and bottom lines. For these reasons, we are very excited about bringing MTI and its talented staff into the Loyalist fold."

About MTI

MTI is an accredited career college with 7 locations in British Columbia. MTI has been operating since 1988 and specializes in delivering programs in the areas of Health Care, Early Childhood Education, Business as well as Travel, Tourism and Hospitality.

About Loyalist

Loyalist owns and operates private education schools in Toronto, Vancouver, and Victoria offering (i) English as a Second Language Courses for international students; (ii) Training programs for teachers, commonly known as TESL; (iii) Professional Development Courses; and (iv) Corporate English for Professionals.

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.

Forward-Looking Statements

This news release includes certain forward-looking statements within the meaning of Canadian securities laws. Such forward-looking information and statements are not representative of historical facts or information or current condition, but instead represent only the Corporation's beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Corporation's control. Generally, such forward-looking information or statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken, "will continue", "will occur" or "will be achieved". The forward-looking information contained herein includes, but is not limited to, information with respect to prospective financial performance, anticipated capital funding and sources, proposed or potential acquisitions, estimated operating and sales costs, estimated market drivers and demand, business prospects and strategy, new markets for growth and financial position. By identifying such information and statements in this manner, the Corporation is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such information and statements. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results, including but not limited to: risks related to any of the Corporation's announced or proposed acquisitions failing to close or becoming delayed before closing; the Corporation's reliance on its South Korean contract; carrying on business and activities in international jurisdiction where Canadian laws do not apply; any loss of certain key personnel; levels of student enrolment; delays in rolling out the online education programs; competition in the educational services market; and currency fluctuations. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

Although the Corporation believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. Accordingly, readers should not place undue reliance on any forward-looking information or statements contained in this press release. The forward-looking information contained in this press release is made as of the date hereof, and the Corporation does not undertake to update any forward-looking information that is contained or referenced herein, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. All subsequent written and oral forward looking information and statements attributable to the Corporation or persons acting on its behalf is expressly qualified in its entirety by this notice.

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