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Press release from Marketwire

Canadian Helicopters Announces the Acquisition of Helicopters NZ

Tuesday, April 12, 2011

Canadian Helicopters Announces the Acquisition of Helicopters NZ09:20 EDT Tuesday, April 12, 2011MONTRÉAL, QUÉBEC--(Marketwire - April 12, 2011) - Canadian Helicopters Group Inc. (TSX:CHL.A)(TSX:CHL.B), the largest helicopter transportation services company operating in Canada, announced today that its wholly-owned subsidiary Canadian Helicopters Limited ("CHL") has entered into a sale and purchase agreement to acquire the assets of Helicopters (N.Z.) Limited, including the shares of Helicopters (Australia) Pty Ltd and other active subsidiary companies, as well as the assets of Helicopter Nominees Limited (collectively "HNZ") (the "Transaction"). The Transaction purchase price is NZ$160 million (approximately C$120 million), on a debt free and cash free basis, and is subject to customary adjustments.HNZ is New Zealand's largest and most diverse helicopter owner and operator with 55 years of operating history throughout New Zealand, Australia and Asia. Through the years, HNZ has built an enviable set of client relationships and experience through a focus on impeccable safety standards and service quality. HNZ's head office is in Nelson, New Zealand, and the company has 11 bases to support operations across New Zealand, Australia, Laos and Cambodia. HNZ also has a corporate office in Perth to support its significant Australian operations. HNZ has 181 employees, a modern fleet of 33 helicopters, and revenue of NZ$83 million (approximately C$62 million) and EBITDA of NZ$28 million (approximately C$21 million) for the twelve months ended December 31, 2010. As of June 30, 2010, HNZ's 33 helicopters had an appraised value of NZ$137 million."We are very pleased with the acquisition of HNZ", said Don Wall, President and Chief Executive Officer of Canadian Helicopters. "The acquisition of HNZ represents a transformational investment for CHL and in a part of the world that complements CHL's activities in the northern hemisphere. Acquiring HNZ will assist in providing greater stability as it extends the arm of CHL's existing operations in Canada, the United States and Afghanistan. HNZ has excellent people and a very strong brand particularly with respect to safe operations, and will be a significant part of CHL's growth plan as we look to the future. Like CHL , HNZ operates in challenging environments and positions itself as providing "excellence in the extremes". We look forward to supporting the employees in New Zealand, Australia and elsewhere in the region in continuing to provide "best in class" service.""HNZ has grown from a local New Zealand based company to an internationally respected operator involved in all aspects of helicopter operations. We welcome the opportunity to continue to maintain our high level of quality services and continue to grow and enhance the business for all stakeholders, including our clients and staff, in the future through Canadian Helicopters' ownership" said HNZ's CEO Brian McDonald.TRANSACTION HIGHLIGHTSExperienced and Capable TeamHNZ's reputation is driven by an experienced management team with a wealth of experience in flight, engineering support and commercial operations. It is anticipated that HNZ's entire team will continue to support the HNZ business following the closing of the Transaction.Long Term Established Client Relationships HNZ's client base includes Shell Todd Oil Services, Australia Worldwide Exploration, OMV Maari Field, Origin Energy Resources, Rio Tinto, the US Department of Defence, the Australian National Aerial Firefighting Centre, ESSO, and National Antarctic programs, among others. HNZ has long standing relationships with these clients, including Shell Todd Oil Services for which it has been providing services for over 40 years. High Quality Fleet of HelicoptersHNZ owns a modern fleet of 33 well maintained helicopters, including a number of twin engine helicopters that are equipped for HNZ's offshore support operations.Well Positioned for GrowthHNZ has existing relationships and demonstrated capabilities in strategic locations which provide an excellent platform to compete for contracts in Australia and other parts of the Asia Pacific region. In addition, as the largest and most diverse operator in New Zealand, HNZ is well positioned to capitalize on new opportunities in that country.Counter Seasonal to CHL's BusinessCHL's domestic flying operations are subject to predictable seasonal fluctuations due to variations in daylight hours and changes in weather conditions, with the highest domestic demand occurring from May to October. Because it is geographically located in the southern hemisphere, HNZ's business will be counter seasonal to CHL's. For example, HNZ's Antarctic expedition and fire related services are provided from December to April, a period during which the demand for CHL's services is at its lowest.Opportunity for Operational and Cost SynergiesCHL believes that the Transaction will create a number of achievable synergies, including with respect to insurance costs and the seasonal movement of helicopters to maximize utilization.Conservative Pro Forma Capital StructureThe Transaction will be funded with a combination of cash on hand and bank debt. CHL has significant financial flexibility as it has no debt and had C$43 million of cash on hand as of December 31, 2010. As such, CHL will continue to have a conservative capital structure following the closing of the Transaction.Accretive to Earnings per Share and Free Cash Flow per ShareThe Transaction is expected to be accretive to CHL's earnings per share and free cash flow per share in the full year following the closing of the Transaction. CHL intends to maintain its current dividend policy following the closing of the Transaction.Pro Forma StatisticsTwelve month period ended December 31, 2010Twelve month period ended December 31, 2010Twelve month period ended December 31, 2010(C$ 000's)Canadian HelicoptersHNZ1Pro FormaRevenue170,69162,198232,889EBITDA38,03120,76158,792EBITDA Margin22.3%33.4%25.2%Locations381149Owned Helicopters9533128Leased Helicopters27532Total Helicopters12238160Employees2514181695 1 New Zealand dollars converted into Canadian dollars at a foreign exchange rate of 0.7463. 2 As of December 31, 2010.TRANSACTION FINANCINGThe Transaction will be funded with a combination of cash on hand and bank debt. To finance the Transaction, CHL has secured a commitment from National Bank of Canada and Caisse centrale Desjardins for a revolving credit facility totaling C$125 million. The new credit facility will replace CHL's existing revolving credit facility.CLOSING DATE AND CONDITIONS TO CLOSINGThe Transaction is expected to close in the third quarter of the 2011 calendar year. The Transaction is subject to regulatory approvals and other customary closing conditions, including consent of the New Zealand Overseas Investment Office under the Overseas Investment Act 2005, and obtaining an Air Operating Certificate from the New Zealand Civil Aviation Authority.ADVISORSMacquarie Capital acted as exclusive financial advisor to Canadian Helicopters. Legal advice was provided by McCarthy Tétrault LLP and Minter Ellison Rudd Watts. Canadian Helicopters was also advised by Ernst & Young LLP on due diligence and tax matters.CONFERENCE CALLCanadian Helicopters will hold a conference call to discuss the Transaction on April 13, 2011 at 11:00 AM (ET). Interested parties can join the call by dialing 416-644-3423 (Toronto) or 877-974-0446 (toll free). If you are unable to call at this time, you may access a tape recording of the meeting by calling 416-640-1917 (local) or 877-289-8525 (toll free) followed by access code 4433753 followed by #. This tape recording will be available until April 20, 2011.Supporting documents with respect to the Transaction will be available on Canadian Helicopters' website at www.canadianhelicopters.com.ABOUT CANADIAN HELICOPTERS GROUP INC.Through CHL, Canadian Helicopters Group Inc. is the largest helicopter transportation services company operating in Canada and one of the largest in the world based on the size of its fleet. From over 35 base locations across Canada, Canadian Helicopters provides helicopter services to a broad range of sectors, including infrastructure maintenance, utilities, oil and gas, mining, forestry, construction, and emergency medical services. In addition to helicopter transportation services, Canadian Helicopters operates two flight schools, provides third party repair and maintenance services in Canada and the United States and provides military support in Afghanistan. With over 60 years of experience, Canadian Helicopters is an industry leader in establishing safety standards and operating procedures.ABOUT HELICOPTERS (N.Z.) LIMITEDHNZ is a private company, owned 100% by South Canterbury Finance Limited (in Receivership). The company's head office is located in Nelson, New Zealand and it has bases across New Zealand, Australia and South East Asia to support its operations. In New Zealand it services key contracts including Taranaki offshore operations, Antarctic missions and other ad hoc contracts. In Australia, it is based in Perth with operations in Karratha, Brisbane and Sale, and services contracts such as marine pilot transfers and fire services of Western Australia and Queensland. In Laos and Cambodia, it supports the American military's Missing in Action program. HNZ also has a 50:50 joint venture with Totally Tourism, which has a concession from the Department of Conservation to land helicopters on the Fox and Franz Joseph glaciers in New Zealand.FORWARD LOOKING INFORMATION This press release contains forward-looking information within the meaning of applicable securities laws. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canadian Helicopters Group or CHL to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The use of such words as "may", "will", "intend", "should", "expect", "believe", "plan", "anticipated", "estimate", "predict", "potential" or the negative of these terms and other similar terminology are intended to identify forward looking information. Examples of such statements include, but are not limited to, information regarding the completion of the Transaction, future prospects of the HNZ business, cost synergies, the future capital structure of Canadian Helicopters Group, Canadian Helicopters Group's intention with respect to its dividend policy and expected accretion to earnings per share and free cash flow attributable to the Transaction.Although the forward-looking information contained in this press release is based upon what the management of Canadian Helicopters Group believes are reasonable assumptions, Canadian Helicopters Group cannot assure investors that actual results will be consistent with this forward-looking information. The assumptions on which the forward-looking information is based include, but are not limited to, general economic trends, industry trends, current contractual and business relationships, capital markets, current competitive, governmental, regulatory and legal environment, the prospects of the HNZ business and the ability of Canadian Helicopters Group to integrate and operate the HNZ business.This information is not based on historical facts but instead reflect current expectations of the management of Canadian Helicopters Group regarding future events. Forward-looking information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, including, but not limited to, the risk factors disclosed and identified in Canadian Helicopters Group's public filings made with securities regulatory authorities in Canada (available on SEDAR at www.sedar.com) and also include the following risks and uncertainties: regulatory approvals, clearances or licenses required to be obtained by Canadian Helicopters Group and HNZ not being obtained in a timely manner or at all; anticipated synergies and other benefits, efficiencies and costs savings from the Transaction not being fully realized; costs or difficulties relating to the integration of CHL's and HNZ's operations being greater than expected; the HNZ business being less profitable than expected, potential undisclosed liabilities associated with the Transaction, exchange rates fluctuations and interest rates fluctuations. The forward-looking information contained in this press release is presented as of the date hereof and Canadian Helicopters Group assumes no obligation to update or revise it to reflect new events or circumstances, unless required by applicable laws.DEFINITION OF NON-GAAP MEASURES: EBITDAThis announcement contains reference to EBITDA. This measurement represents operating income before depreciation, amortization, interest, income taxes and non-controlling interest. This measurement is a widely accepted financial indicator of a company's ability to service and incur debt. It should not be considered by an investor as an alternative to operating income or net earnings, as an indicator of operating performance or cash flows, or as a measurement of liquidity, but as additional information. Because EBITDA is not a measurement defined by Generally Accepted Accounting Principles, it may not be comparable to the EBITDA of other companies. FOREIGN EXCHANGENew Zealand dollars are converted into Canadian dollars at a foreign exchange rate of 0.7463.FOR FURTHER INFORMATION PLEASE CONTACT: Don WallCanadian Helicopters Group Inc.President and Chief Executive Officer780-429-6919 or 450-452-3007