Enterprise Group, Inc. announces closing of $15 million equity financing
/NOT FOR RELEASE IN THE UNITED STATES OR DISSEMINATION OF UNITED STATES NEWS WIRE SERVICES/
ST. ALBERT, AB, Dec. 20, 2013 /CNW/ - Enterprise Group, Inc. ("Enterprise," or the "Company") (TSX:E) is pleased to announce that it has closed its previously announced overnight marketed public offering (the "Offering") of subscription receipts of the Company ("Subscription Receipts") at a price of $0.72 per Subscription Receipt for aggregate gross proceeds of $15,001,200. The Offering was completed through a syndicate of underwriters led by Canaccord Genuity Corp. and including GMP Securities L.P., M Partners Inc. and PI Financial Corp.
Each Subscription Receipt entitles the holder to receive, without payment of any additional consideration, one common share of the Company ("Common Share") and one-half of one Common Share purchase warrant of the Company ("Warrant") upon the Company being in position to close the Acquisition (defined below). Each whole Warrant will entitle the holder thereof to purchase one Common Share at a price of $1.00 for a period of 24 months following closing of the Offering.
In addition, the Company has issued to the Underwriters that number of non-transferable Common Share purchase warrants ("Broker Warrants") equal to 6% of the total number of Subscription Receipts issued pursuant to the Offering. Each Broker Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.80 per share for a period of 24 months following closing of the Offering.
As previously announced, Enterprise has entered into an agreement (the "Acquisition Agreement") to acquire Hart Oilfield Rentals Ltd. ("Hart"), a private oilfield service provider, for a purchase price of $22.6 million (the "Acquisition"). The purchase price will be satisfied through a combination of $1.0 million of Common Shares and $21.6 million in cash to be funded through the aggregate net proceeds from the Offering, the Company's credit facility and cash on hand.
The Acquisition is expected to close January 3, 2014, subject to customary conditions and all regulatory approvals, including the approval of the Toronto Stock Exchange.
The aggregate gross proceeds from the Offering have been placed in escrow, pending the Company being in a position to close the Acquisition.
The Subscription Receipts have not been, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States absent U.S. registration or an applicable exemption from such registration requirements. This press release does not constitute an offer for sale or the solicitation of an offer to buy Subscription Receipts in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Enterprise Group, Inc.
Enterprise Group, Inc. is a consolidator of construction services companies operating in the energy, utility and transportation infrastructure industries. The Company's focus is primarily construction services and specialized equipment rental. The Company's strategy is to acquire complementary service companies in Western Canada, consolidating capital, management and human resources to support continued growth. Enterprise became a Western Canadian leader in flameless heat technology in September 2012 with its acquisition of Artic Therm International Ltd. and became a technological leader in underground infrastructure construction by the closing of Calgary Tunnelling & Horizontal Augering Ltd. In June 2013.
Forward Looking Information
Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or the Company's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. In particular, forward-looking statements contained in this press release include, but are not limited to: (i) with respect to the timing and completion of the Acquisition, the satisfaction or waiver of all applicable conditions to closing the Acquisition; and (ii) with respect to the release from escrow of the proceeds from the Offering and the use of proceeds of the Offering, the satisfaction of the escrow release conditions. These forward-looking statements are based on assumptions and are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including the impact of general economic conditions, the satisfaction of the conditions precedent to the Acquisition, the satisfaction of the escrow release conditions pursuant to the Offering, amendments to the Company's credit facility becoming effective, industry conditions, volatility of commodity prices, competition, stock market volatility and the ability to access sufficient capital. Actual future results may differ materially. The Company's annual information form for the year ended December 31, 2012 and other documents filed with securities regulatory authorities (accessible through the SEDAR website www.sedar.com) describe the risks, material assumptions and other factors that could influence actual results and which are incorporated herein by reference. The Company disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
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