SAN DIEGO, CA--(Marketwired - Apr 2, 2014) - Sullivan International Group, Inc. (Sullivan), San Diego's premier provider of environmental services, announced today the engagement of Roth Capital Partners, LLC as the investment banking firm, with Monarch Capital Group, LLC acting as a co-manager. The firm was engaged by EQM Technologies & Energy, Inc. (OTCQB: EQTE) (EQM) to explore financing opportunities for the potential merger of Sullivan and EQM.
As previously disclosed in January 2014, Sullivan entered into a memorandum of understanding (the "MOU") with EQM, based in Cincinnati, OH, a leading provider of environmental services to government and commercial sectors. The MOU, which is non-binding and subject to the satisfactory completion of a mutual due diligence review, provides that Sullivan and EQM will negotiate and enter into a merger agreement pursuant to which Sullivan would merge with and into a subsidiary of EQM. The obligations of the parties to complete the merger under the terms of the merger agreement would be subject to various conditions, including but not limited to a condition that EQM raise at least $10 million in net proceeds in a PIPE or public offering of its common stock.
"We are truly looking forward to supporting Roth Capital Partners and Monarch Capital Group as we progress in our efforts to merge with EQM and continue to see this as an excellent opportunity to expand our environmental and technology services business," said Steve Sullivan, Chief Executive Officer of Sullivan International Group.
For the trailing 12 months as of September 30, 2013, Sullivan and EQM generated approximately $100 million in combined revenues. In the merger, Sullivan's stockholders would receive approximately $2 million in cash and 16 million shares of EQM's common stock, which amounts may be adjusted based on the parties' due diligence review and EQM's expected debt level following the merger. Upon completion of the merger, Sullivan's CEO Steve Sullivan would become President and a director of EQM.
There can be no assurance that the parties will be able to complete the financing or the merger.
About Sullivan International Group, Inc.
Sullivan, based in San Diego, CA, is an award winning provider of environmental services to include, consulting & engineering, environmental technologies, energy services and remediation & construction management to both the private and federal sectors, with approximately 168 employees and satellite offices and operations in 10 states. Ranked as one of the nation's top 200 environmental firms by Engineering News Record (ENR) in 2013, Sullivan serves numerous federal agencies, including the Environmental Protection Agency, Department of Defense (including the Air Force Center for Engineering & Environment, Naval Facilities Engineering Command, and the Army Corps of Engineers), as well as private sector clients across multiple industries. For additional information, please visit www.onesullivan.com.
This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. These forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to us and our current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and our future financial condition and results. The uncertainties and risks include, but are not limited to, our ability to successfully implement our business strategy, changes and fluctuations in the U.S. public sector's spending priorities, changes in laws and regulations related to the protection of the environment, our need for additional financing and the availability and terms of any such financing, and our ability to successfully integrate acquired businesses and realize anticipated synergies. Certain of these risks and uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.