Press release from Marketwire
Secure Energy Services Inc. Announces Closing of Strategic Acquisition of Frontline Integrated Services Ltd.
Monday, April 01, 2013
Secure Energy Services Inc. Announces Closing of Strategic Acquisition of Frontline Integrated Services Ltd.19:00 EDT Monday, April 01, 2013
CALGARY, ALBERTA--(Marketwire - April 1, 2013) - Secure Energy Services Inc. ("Secure" or the "Corporation") (TSX:SES) is pleased to announce that today it completed the acquisition of Frontline Integrated Services Ltd. ("Frontline") for an aggregate purchase price of approximately $23.1 million including the issuance of $16.3 million in common shares of Secure (being 1,394,616 common shares) (the "Acquisition"). Frontline generated approximately $27.0 million in revenue and $4.8 million of normalized EBITDA for the trailing twelve month period ended December 31, 2012.
Summary of the Acquisition
Frontline is an integrated service provider servicing the energy, resource, and civil construction industries in Western Canada. Their core services include pipeline integrity (including inspection, excavation, repair, replacement and rehabilitation); remediation and reclamation; demolition and decommissioning. Since formation in 2011, Frontline has realized significant growth and market penetration by consistently providing high quality, innovative, and cost effective integrated solutions with a focus on safety and customer service.
Frontline's leadership team has combined experience of over 100 years in the energy and environmental services field. Frontline's management team is led by David Mattinson as President; Mr. Mattinson is a professional engineer with over 30 years of industry experience. He is a former shareholder of a very successful Calgary-based environmental contracting business which offered services such as industrial landfills, waste management and disposal, demolition and sulphur reclamation.
The management team of Frontline will continue to operate the day-to-day business as a wholly-owned subsidiary of Secure. All members of the management team and select employees of Frontline will enter into non-competition agreements. In addition, the common shares of Secure issued to the five majority owners as consideration will be held in escrow for five years with 20% to be released on each anniversary of the closing date.
The Frontline acquisition is a continuation of Secure's strategy to add complementary services along the energy services value chain; it will support and expand the existing environmental and project management services of the Corporation's drilling services ("DS") division, which operates under the trade name of Marquis Alliance Energy Group Inc. ("Marquis Alliance"). Going forward, all of Frontline's customers will now have the ability to receive an integrated service solution.
Frontline's business has experienced impressive and rapid growth to date. Future growth potential will be enhanced with financial, administrative, operational, and infrastructural support provided by Secure. The Acquisition is expected to be accretive to Secure on an earnings and cash flow per share basis.
"The acquisition of Frontline is another exciting addition to Secure and Marquis Alliance's service and product offerings," states Rene Amirault, Chairman, President and Chief Executive Officer of Secure. "We are now able to offer customers an expanded suite of services to manage environmental liabilities, waste collection, pipeline protection and maintenance, emergency response support, equipment and specialty tool rental, and project management. We are pleased to have a talented, experienced and highly motivated team join Secure and play a key role in the continued development and execution of Secure's growth strategy."
David Mattinson, President of Frontline, adds "Frontline has always set out to be an industry leader by providing high quality, innovative and cost effective integrated solutions with a focus on safety and customer service. Secure and Marquis Alliance have similarly built a strong reputation of being customer focused and providing innovative solutions in the waste disposal and drilling fluids businesses. Frontline is excited about pursuing new growth opportunities and leveraging our combined strengths to meet our customer's needs."
About Secure Energy Services Inc.
Secure is a TSX publicly traded energy services company that focuses on providing specialized services to upstream oil and natural gas companies.
The Corporation operates two divisions:
Processing, Recovery and Disposal Division: Operating under the trade name Secure Energy Services, the processing, recovery and disposal services division focuses on clean oil terminalling, custom treating of crude oil, crude oil marketing, produced and waste water disposal, oilfield waste processing, landfill disposal and oil purchase/resale service.
Drilling Services Division: Operating under the trade name Marquis Alliance Energy Group Inc. and its wholly owned subsidiaries and operating under the trade name XL Fluids Systems Inc. ("XL Fluids") and under the trade name Imperial Drilling Fluids Engineering Inc. ("IDF"), the drilling services division focuses on drilling fluid systems, solids control, equipment rental service, drilling waste management and environmental services. The drilling fluids service line includes the design and implementation of drilling fluid systems for producers drilling for oil, bitumen and natural gas.
Non GAAP Measures
This press release contains references to normalized EBITDA. This financial measure is not a measure that has any standardized meaning prescribed by Generally Accepted Accounting Principles ("GAAP") in Canada and is therefore referred to as non-GAAP measure. The non-GAAP measure used by the Corporation may not be comparable to a similar measure used by other companies. Management believes that in addition to net income, EBITDA is a useful supplemental measure as it provides an indication of the financial results generated by the principal business activities of the relevant company prior to consideration of how those activities are financed or how the results are taxed. Normalized EBITDA, as it is used in relation to Frontline, is defined as earnings before interest expense, income taxes, depreciation, amortization, management fees and adjustments that are considered both non-recurring and market based in nature.
Forward Looking Statements
Statements expressed in, or implied by this press release contain forward-looking statements, including statements regarding the anticipated synergies arising from completion of the Acquisition. Readers are cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous unknown risks, uncertainties, and other factors, many of which are beyond the control of Secure. These risks include, but are not limited to the risks identified in Secure's Annual Information Form for the year ended December 31, 2012 under the heading "Risk Factors" and in Secure's Management Discussion and Analysis for the year ended December 31, 2012 under the heading "Business Risks" and also includes the risks associated with the possible failure to realize the anticipated synergies in integrating the operations of Frontline with the operations of Secure; the risks associated with the oil and gas industry; commodity prices and exchange rate changes, regulatory changes, changes in drilling activity and general global economic, political and business conditions. Industry related risks could include, but are not limited to: operational risks, delays or changes in plans, health and safety risks and the uncertainty of estimates and projections of costs and expenses and access to capital. The risks outlined above should not be construed as exhaustive. The reader is cautioned not to place undue reliance on this forward-looking information. These forward-looking statements are made as of the date of this press release and Secure disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities law.
FOR FURTHER INFORMATION PLEASE CONTACT:
The Toronto Stock Exchange has not reviewed, nor does it accept responsibility for the adequacy or accuracy of this release.Contact Information:
Secure Energy Services Inc.
Chairman, President and Chief Executive Officer
(403) 984-6101 (FAX)
Secure Energy Services Inc.
Chief Financial Officer
(403) 984-6101 (FAX)