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GPE

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Share Name Share Symbol Market Type
TSXV:GPE TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Great Prairie Announces Execution of Asset Purchase Agreement

06/05/2014 12:00pm

Marketwired Canada


NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

Great Prairie Energy Services Inc. (TSX VENTURE:GPE) ("Great Prairie" or the
"Company") is pleased to announce that it has entered into a definitive Asset
Purchase Agreement with an arms' length public company and its private operating
subsidiary (collectively, the "Vendors") in connection with the acquisition by
the Company of certain oilfield service business and related operations in
Alberta Saskatchewan and British Columbia (the "Purchased Business") for
consideration of $10 million (the "Transaction"). The Transaction is anticipated
to close on or about May 15, 2014, and is subject to certain conditions and
approval from the TSX Venture Exchange. 


The purchase price of the Transaction will be funded by way of existing credit
facilities and working capital. The purchase price represents a multiple of
approximately 2.9x 2013 EBITDA of the business being acquired under the
Transaction. Based on the recent acquisition of Green Dawg Inc. and assuming the
completion of the Transaction, management of Great Prairie estimates that Great
Prairie would have recorded, on a pro forma basis, approximately $12 million in
total adjusted EBITDA for the year ended December 31, 2013 (the "Adjusted EBITDA
Estimate"). 


The Purchased Business includes oilfied rental, hauling and frac fluid services
and management anticipates that the Purchased Business will complement Great
Prairie's existing operations. The operations of the Purchased Business are
located in Drumheller, Sundre and Valleyview, Alberta, and Kindersley,
Saskatchewan. Great Prairie will continue to operate the facilities of the
Purchased Business at the above locations. The Purchased Business will operate
under the Great Prairie name upon closing of the Transaction. Great Prairie is
extending employment offers to key senior managers, field, and office staff
involved in the Purchased Business. 


Sid Dutchak, President of Great Prairie stated: "We are excited about this
transformational acquisition which will provide us with greater operational
flexibility and reach into new key areas and the addition of talented staff who
will be essential in the continuing success of Great Prairie. This complementary
acquisition further enables us to target high growth areas with organic capital
programs and will support further acquisition activity by adding core focus
areas." 


In association with the Transaction, Great Prairie has increased the term
component of its credit facility to $18 million. Great Prairie's operating line
remains unchanged at $2 million. 


Great Prairie is a Calgary headquartered oilfield rental and hauling company
focussed on servicing the oil and gas sector in Saskatchewan and Alberta. 


Forward-Looking Statements and Reader Advisory

This news release contains forward-looking statements relating to terms of the
Transaction, the anticipated closing date of the Transaction and planned future
operations of Great Prairie. Readers are cautioned not to place undue reliance
on forward-looking statements, as there can be no assurance that the plans,
intentions or expectations upon which they are based will occur. By their
nature, forward-looking statements involve numerous assumptions, known and
unknown risks and uncertainties, both general and specific, that contribute to
the possibility that the predictions, forecasts, projections and other
forward-looking statements will not occur, which may cause actual performance
and results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by such
forward-looking statements. These assumptions, risks and uncertainties include,
among other things: the risk that the Transaction will not be completed if the
necessary approvals and/or exemptions are not obtained or some other condition
to the closing of the Transaction is not satisfied; the risk that closing of the
Transaction could be delayed if Great Prairie is not able to obtain the
necessary approvals on the timelines planned; the timing of obtaining required
approvals and satisfying closing conditions for the Transaction, state of the
economy in general and capital markets in particular, investor interest in the
business and future prospects of Great Prairie. 


The forward-looking statements contained in this press release are made as of
the date of this press release. Except as required by law, Great Prairie
disclaim any intention and assume no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable securities law.
Additionally, Great Prairie undertakes no obligation to comment on the
expectations of, or statements made, by third parties in respect of the matters
discussed above. 


Readers should note that EBITDA is a non-GAAP financial measures and do not have
any standardized meaning under GAAP and is therefore unlikely to be comparable
to similar measures presented by other companies. Great Prairie believes that
EBITDA is a useful supplemental measure, which provide an indication of the
results generated by the Great Prairie's primary business activities prior to
consideration of how those activities are financed, amortized or taxed. Readers
are cautioned, however, that EBITDA should not be construed as an alternative to
comprehensive income (loss) determined in accordance with GAAP as an indicator
of Great Prairie's financial performance. 


The Adjusted EBITDA Estimate was estimated by the management of Great Prairie
based on the audited annual consolidated financial statement of Great Prairie
for the year ended December 31, 2013, reviewed unaudited annual financial
statement of Green Dawg Inc. (a private automated catwalk rental company
acquired by Great Prairie on March 10, 2014) and the statement of net earnings
of the Purchased Business for the year ended December 31, 2013.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Great Prairie Energy Services Inc.
Sid Dutchak QC
President and CEO
403.930.7190
sdutchak@gpeservices.ca


Great Prairie Energy Services Inc.
Alex Jackson
Chief Financial Officer
403.930.7191
ajackson@gpeservices.ca
www.gpeservices.ca

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