We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rms Systems Inc. | TSXV:RMS | 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 | - |
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. RMS SYSTEMS INC. (TSX VENTURE:RMS) ("RMS" or the "Company") announces that it has agreed to enter into a joint venture relationship (the "Joint Venture") with Phoenix Technology Services Inc. ("Phoenix"). Phoenix is a wholly-owned subsidiary of PHX Energy Services Corp. (TSX: PHX). Closing of the Joint Venture is subject to the satisfaction of certain customary closing conditions to be satisfied on or before May 31, 2012 ("Closing"). Phoenix, RMS, and RigManager Inc. (RMS' wholly-owned Texas subsidiary) ("RigManager USA") will or have entered into definitive agreements in respect of the Joint Venture, the effect of which is as follows: 1. A special purpose vehicle, RigManager International Inc., has been incorporated ("RigManager International") of which 50% of the shares are owned by Phoenix and 50% of the shares are owned by RMS. 2. Phoenix will pay total consideration of approximately $2.7 million upon Closing in exchange for its 50% interest in RigManager International, subject to post-closing adjustments. 3. RigManager International will own all of the shares of RigManager USA. 4. License Agreement: At Closing RMS will grant a license to RigManager International (the "License") consisting of certain of its know-how and intellectual property associated with the RigManager System (a description of the "RigManager System" can be found below under the heading "About RMS"). Pursuant to the License, RigManager International will be granted the exclusive right to market and distribute the RigManager System through-out the world except in Canada. The License will not be revocable except by agreement of the parties or in the event of a change of control of RigManager International. RMS will continue to be the supplier of the RigManager System. A copy of the License Agreement will be available on SEDAR. 5. Shareholders Agreement: At Closing the parties will enter into a Shareholders Agreement managing certain of the affairs of RigManager International (the "Shareholders Agreement"). The Shareholders Agreement will include the right of RMS to acquire all of the RigManager International shares held by Phoenix in the event positive EBITDA has not been reached in at least one of the fiscal years up to and including the year ending December 31, 2016. The Shareholders Agreement will provide that RigManager International shall have a Board of Directors consisting of an equal number of nominees of each of Phoenix and RMS and one additional director mutually agreed upon by Phoenix and RMS. The current Board of Directors of RigManager International includes Dave Hall, John Zang, John Hooks and Mike Buker. A copy of the Shareholders Agreement will be available on SEDAR. 6. Canadian Marketing Unchanged: Marketing and distribution of the RigManager System in Canada will continue to be carried out by RMS' wholly-owned subsidiary, RigManager Services Ltd. 7. United States Marketing: Marketing and distribution of the RigManager System in the United States will continue to be carried out by RigManager USA. Previously RigManager USA was 100% controlled by RMS. As a result of the 100% ownership of RigManager USA by RigManager International, RigManager USA is now effectively 50% controlled by Phoenix and 50% controlled by RMS. 8. Phoenix Director on RMS Board: John Hooks has agreed to join the Board of Directors of RMS upon closing of the Joint Venture. In summary, the effect of the transactions is that the RigManager System will be marketed worldwide outside of Canada through a joint venture between RMS and Phoenix. It is the parties' intention that RigManager International will take advantage of the marketing expertise and relationships of Phoenix and the technical expertise of RMS. Phoenix will assist RigManager International with installation and service of the RigManager System (except in Canada where such services will continue to be provided by RigManager Services Ltd.). Through this transaction, RMS will access Phoenix's marketing and operations infrastructure in the United States, Albania, Russia, Colombia and Peru. RMS expects an increased rate of market penetration in these countries as a result of the Joint Venture. The RigManager System has recently been installed on two drilling rigs in Albania with the possibility of installation on three additional rigs in that country. Dave Hall, President and CEO of RMS, stated "the agreements we have reached with Phoenix will greatly accelerate the expansion of RMS beyond the Canadian border. One of the challenges we faced in expanding internationally was gaining access to the markets and being able to assure potential customers that we could service our equipment upon its installation. The Joint Venture should solve this problem. We believe the initial installation of the RigManager System on the rigs in Albania is only the beginning of the exciting acceleration of our international roll-out of the system." Phoenix is a full service horizontal and directional provider and offers an extensive fleet of proprietary measurement while drilling systems and down hole performance drilling motors. Phoenix currently has a job capacity of 200 MWD systems worldwide . John Hooks, President and CEO of PHX Energy Services Corp., stated "we believe that the RigManager System will be complimentary to the current service offerings. We look forward to working further with RMS to improve drilling efficiencies for drilling operators." International growth is a cornerstone of the RMS growth strategy. Many of the jurisdictions which RMS will now access do not face the challenges posed by the annual occurrence of the Canadian spring break-up. Denny Chow, CFO of RMS, stated "financially the Canadian spring break-up, where many rigs cease drilling, results in essentially a ten month drilling season in Canada. Because the RigManager System earns revenues based upon the days used, this essentially means in Canada we operate on a 10 month year, whereas internationally we should see 12 months of operations in most jurisdictions." RigManager Services Ltd. (the Canadian subsidiary of RMS) entered spring break-up installed on 36 rigs. RigManager USA is currently installed on 4 rigs. The marketing program of the RigManager System in the United States will now be significantly accelerated with the assistance of Phoenix. About Phoenix: The Phoenix group of companies (herein referred to as "PHX Energy") provides horizontal and directional technology and drilling services to oil and natural gas producing companies in Canada, the US, Albania, Peru, Russia, and Colombia. PHX Energy develops and manufactures measurement while drilling ("MWD") technology that are made available for internal operational use, and services the majority of its drilling equipment in-house. PHX Energy utilizes its research and development department to bring new technology to the market and to continually enhance its current suite of products. PHX Energy has drilled over 18,000 wells since its inception. The common shares of PHX Energy Services Corp. trade on the Toronto Stock Exchange under the symbol PHX. Additional information concerning PHX can be found at http://www.phxtech.com and on SEDAR. About RMS: RMS Systems Inc. has developed industry leading technologies (the "RigManager System") which allows drillers of oil and gas wells to view the data that the drill bit sees from the comfort of their own home, office or mobile device. The RigManager Electronic Drilling Recorder ("EDR") allows the rig operators, engineers, and geologists to monitor drilling progress in near real time without actually being at the well location. RMS has developed hardware and software solutions, with secure internet access that provides the foundation for drilling information management. The RMS electronic data solutions are used to create meaningful data analysis, increased productivity, and improved customer satisfaction. The RMS system includes high speed access to drilling data, customizable report generation, and the RMS communications system which provides customers improved bandwidth, lower latency and improved voice quality over systems that have historically been used in the EDR business. The RMS products have been developed by RMS technicians meaning they are customizable to meet customer needs. RMS is the developer of its software and utilizes licensed industry proven data collection sensors in the RigManager System. The RMS vision is to provide the most complete and interpretive electronic data using up-to-the-minute network communications. More information concerning RMS can be found at its website www.rigmanager.com and on SEDAR. Cautionary Statements The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking information within the meaning of applicable securities laws and are based on the expectations, estimates and projections of management of RMS as of the date of this news release unless otherwise stated. The use of any of the words "expect", "anticipate", "intend", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning closing of the Joint Venture, the anticipated benefits of the arrangement with PHX as it relates to, among other things, increased market presence and the ability to sell and service RMS products worldwide.. In addition, information in this news release incorporates information provided to RMS by Phoenix. All statements are based upon assumptions that are subject to significant risks and uncertainties. These risks include, but are not limited to a failure to close the Joint Venture, a reduction in drilling activity internationally, in the United States and/or Canada. Certain information, including rig count data, is based upon third party information. RMS has not independently verified this data. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although RMS believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. The nature of the agreements that RMS maintains with its industry partners provides that these agreements are, for the most part, terminable without notice and without penalty. In addition, these agreements provide that revenue is earned only while the drilling rig is in operation. As a result, RMS' revenues are impacted significantly by a reduction in drilling activity by its customers and the RMS expectations may be impacted significantly in the event a customer changes its drilling plans or otherwise terminates its relationship with RMS. RMS revenues are also significantly impacted by weather which on occasion limits drilling activities. RMS Systems Inc. disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise, except as required pursuant to applicable securities laws.
1 Year Rms Systems Inc. Chart |
1 Month Rms Systems Inc. Chart |
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions