SPRUCE GROVE, ALBERTA--(Marketwire - July 31, 2012) - ENTREC Corporation ("ENTREC") (TSX VENTURE:ENT) is pleased to announce it has entered into a letter of intent, subject to certain conditions, with Rain Coast Cranes & Equipment Inc. ("RAIN COAST"). With operating locations in Kitimat and Prince George, RAIN COAST has been providing crane services for over 25 years to customers throughout British Columbia.
"We are very excited about our merger with ENTREC as our combined crane fleets will allow us to serve the growing demand for our services from our customers," comments Milt Lindsay, RAIN COAST's Founder and President. "We are very proud of the talented employee group we have at RAIN COAST and look forward to the opportunities we can provide our employees as a combined and growing entity."
"RAIN COAST represents a significant expansion opportunity for ENTREC," comments John M. Stevens, ENTREC's President and COO. "RAIN COAST comes with a committed management team and is well positioned to benefit from the burgeoning development of LNG facilities planned for the Kitimat region over the coming years as well as ongoing mining, hydro-electric, pipelines, and other major projects throughout northern BC. In total there is currently in excess of $45 billion in major projects announced for the northwest BC region."
RAIN COAST's equipment fleet includes approximately 20 cranes, including carry deck, boom truck, rough terrain, all terrain and hydraulic truck mounted cranes. The equipment fleet also includes several power units and trailers used to support its crane operations.
Going forward post-transaction, the Lindsay family will continue to manage Rain Coast's current operating locations in Terrace-Kitimat and Prince George, BC.
The aggregate consideration payable for 100% of the shares of RAIN COAST will consist of (i) the issuance of 4,400,000 common shares of ENTREC; and (ii) $10,000,000 in cash, less any debt outstanding as at closing. The acquisition of RAIN COAST is anticipated to close on October 1, 2012.
During the twelve month period ended June 30, 2012, RAIN COAST generated earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately $8 million.
Completion of the proposed transaction is subject to, among other things, the negotiation and execution of a definitive binding agreement, approval of the board of directors of ENTREC, regulatory approval (including but not limited to the approval of the TSX Venture Exchange), and the completion of due diligence activities. There can be no assurance that these conditions precedent, or any other conditions precedent, will be satisfied. Further, there can be no assurance that the proposed transaction will be completed as proposed or at all.
ENTREC specializes in the lifting, transportation (over the road and on-site), loading, off-loading and setting of overweight and oversized cargo for the oil and gas, construction, petrochemical, mining and power generation industries. The common shares of ENTREC trade on the TSX Venture Exchange under the trading symbol "ENT".
This press release contains forward-looking statements that reflect ENTREC's current beliefs and that are based on information currently available to ENTREC. These statements require ENTREC to make assumptions it believes are reasonable but, as a result of such assumptions, such forward-looking statements are subject to inherent risks and uncertainties. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond ENTREC's control.
Examples of such forward-looking statements in this press release relate to, but are not limited to, (i) ENTREC's expectation that the RAIN COAST acquisition will be completed and the terms on which it will be completed. These forward-looking statements rely on certain expectations and assumptions, including, among others, (i) the results of ENTREC's due diligence review of the business proposed to be acquired being satisfactory,(ii) the ability of the parties to agree to the terms of a definitive agreement, (iii) the ability of ENTREC to receive the various approvals required, and (iv) RAIN COAST meeting or exceeding ENTREC's internal revenue, net income, and cash flow forecasts for that business in the future.
Although ENTREC believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because ENTREC can give no assurance that they will prove to be correct. The results of the due diligence review on the businesses proposed to be acquired by ENTREC may be less than satisfactory, the parties may be unable to agree to the terms of the definitive documentation required for the transaction, and ENTREC may not be able to obtain all required approvals. Readers are cautioned not to place undue reliance on these forward-looking statements, which are given as of the date hereof, and to not use such forward-looking statements for anything other than their intended purpose. ENTREC undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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.