Telford Services Group, Inc.
TSX VENTURE : TLF

June 12, 2009 07:00 ET

Telford Services Group, Inc.: News Release

CALGARY, ALBERTA--(Marketwire - June 12, 2009) -

NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Telford Services Group, Inc. ("Telford") (TSX VENTURE:TLF) announces that it has entered into a pre-acquisition agreement dated June 11, 2009 (the "Acquisition Agreement") with Aviation Acquisitions Inc. ("Aviation" or the "Offeror") whereby Aviation has agreed to make a cash offer to Telford shareholders to acquire by way of take-over bid all of the outstanding Telford common shares at a price of $0.10 per share (the "Offer"). If all Telford Shares (19,891,664 diluted) are tendered the purchase price would be approximately $2,188,100. Aviation has agreed to offer continued employment to all existing Telford employees, other than senior officers which is subject to determination after closing.

The Offer is subject to completion of final due diligence by June 15, 2009, following which Aviation has agreed to mail its offer as soon as reasonably possible and in any event by June 18, 2009.

The Acquisition Agreement provides for payment of a non-completion fee of $100,000 by Telford in the event that a financially superior offer is announced and completed and in certain other circumstances.

The Offer will be open for acceptance for 35 days. The Offer will be subject to the condition that at least 66 2/3% of the common shares are tendered, and other customary conditions. The Offer has the unanimous support of the board of directors of Telford. Principal shareholders holding 59.2% of the outstanding common shares of Telford have agreed to tender their shares to the Offer.

If the Offer is successful, the Offeror may apply to have the Telford Shares delisted from TSXV. The Offeror may take steps to cause Telford to cease to be a reporting issuer under applicable Securities Laws. The effect of these steps will be that Telford will no longer be required to publicly file or provide to Shareholders financial information or timely disclosure in Canada regarding its affairs.

Telford is a public company formed to provide services to businesses primarily involved in the oilfield exploration and development activities of the oil and gas industry. Telford is engaged in aircraft charter and cargo aircraft services principally to oil and gas companies and operates an aircraft fueling and maintenance facility. In addition, Telford provides a variety of services exclusively to the oil and gas industry throughout Western Canada, including oilfield construction, maintenance and reclamation.

Aviation Acquisitions Inc. is a new private Alberta company whose main business is to finance and invest in projects in the aviation industry.

The TSX Venture 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

  • Telford Services Group, Inc.
    Al J. Kroontje
    President
    (403) 215-4830 ext. 2025