SKANA Capital Corp.

SKANA Capital Corp.

October 02, 2009 09:30 ET

SKANA Capital Corp.: Amendment to Definitive Agreement to Acquire Bus and Coach International

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 2, 2009) -


On September 4, 2009, SKANA Capital Corp. ("SKANA") (TSX VENTURE:SKN) announced that it has entered into a definitive share purchase agreement (the "Agreement") with Bus and Coach International ("BCI") pursuant to which SKANA has agreed to acquire all of the issued and outstanding common shares of BCI in exchange for common shares of SKANA (the "Acquisition").

SKANA now announces that it has entered into an amending agreement with BCI which alters certain provisions of the Agreement (the "Amending Agreement"). Pursuant to the Amending Agreement, on closing of the Acquisition, BCI will have debt of not more than US$21.5 million, of which US$9 million will be paid upon closing of the Acquisition, with the remaining US$12.5 million remaining as an obligation of the resulting issuer. The terms of repayment of this remaining obligation have also been lengthened from 18 months to 36 months. The combined effect of these amendments is to increase the working capital available to SKANA post acquisition by US$3 million.

The Amending Agreement further provides that, in connection with the Acquisition, three current directors on SKANA's board will resign and be replaced by Phillip Oldridge and two additional nominees of BCI. In addition to Phillip Oldridge and David Senior, as previously announced, Joseph Pierce will join SKANA's board. Mr. Pierce is a partner, General Counsel and Executive Vice President of Pronaia Capital Partners, Ltd. and presently sits on the BCI Board of Directors.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

About Bus and Coach International

BCI is a private Nevada company engaged in the design, manufacturing and sale of motor coaches and buses from its offices in Jennings, Kansas, Las Vegas, Nevada, Orlando, Florida and Southern California. BCI's flagship model, the BCI Falcon 45, was the first full-size motor coach to offer passenger seat belts and collision avoidance radar as standard equipment and meets European rollover standards. Its features and design incorporate BCI's goal of delivering innovative, cost-effective products that address the business challenges motor coach operators face.

BCI is controlled by Phillip Oldridge, a resident of Nevada. Mr. Oldridge is BCI's Chief Executive Officer and President, and holds 52% of the issued and outstanding common shares of BCI. GY, a Nevada limited liability company holds 40% of the issued and outstanding shares of BCI. GY is managed by Pronaia Capital Partners, LTD, a private equity management firm headquartered in Salt Lake City, Utah which is headed by David M. Senior, its Chairman and Chief Executive Officer.

About SKANA Capital Corp.

SKANA is listed on the TSX Venture Exchange as an Investment Issuer and carries on business as a merchant bank. It has previously made strategic investments in resource-based and other opportunities that it believes have significant potential for appreciation through its financial involvement and guidance. SKANA is seeking to diversify its investment portfolio beyond the resource sector and has expanded its investment policy to include companies in the industrial and technology sectors. SKANA's 100% investment in BCI will be its first transaction under its expanded investment policy.

Cautionary Note Regarding Forward-Looking Information - This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the future financial or operating performance of BCI and SKANA and their projects, statements regarding synergies and financial impact of the proposed transaction, the terms and conditions of the transaction, the benefits of the proposed transaction, timing of future activities, expected production, requirements for additional capital, government regulation, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, forward-looking information 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 state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking information is based on various assumptions and on the best estimates of BCI and SKANA, as the case may be, as of the date hereof, and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of BCI (and the company resulting from the successful completion of the proposed transaction) to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; delay or failure to receive board or regulatory approvals; timing and availability of external financing on acceptable terms; the business of BCI and SKANA not being integrated successfully or such integration proving more difficult, time consuming or costly than expected; not realizing on the potential benefits of the proposed transaction; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and delays in obtaining governmental approvals or required financing or in the completion of activities, and as well as those other risks identified in the documents filed under the profile of SKANA from time to time. Although BCI and SKANA attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Neither BCI nor SKANA undertake to update any forward-looking information, except in accordance with applicable securities laws.

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

  • Bus and Coach International
    Phillip Oldridge
    Chief Executive Officer and President
    (909) 801-0003
    SKANA Capital Corp.
    Greg Clarkes
    Chairman, Chief Executive Officer and President
    (604) 669-4899