/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISTRIBUTION IN THE UNITED STATES/
TORONTO, Dec. 17 /CNW/ - Bird Construction Income Fund (the "Fund")
(TSX: BDT.UN) today announced that it has signed an agreement to acquire the
shares of Rideau Construction Incorporated and Rideau Management Services
Incorporated (collectively, "Rideau Construction"). The cost of the
acquisition is expected to be approximately $17.2 million, consisting of a
purchase price of approximately $15.8 million and associated costs and other
obligations of approximately $1.4 million.
One-half of the purchase price will be paid in cash and the other half
will be satisfied by the issuance of trust units of the Fund. The number of
units to be issued in connection with the acquisition will be determined based
on the average of (i) the ten day volume weighted average trading price of the
trust units of the Fund for the period ending prior to the date hereof and,
(ii) the ten day volume weighted average trading price of the trust units of
the Fund for the period ending two business days before the closing date. The
Fund has sufficient working capital to satisfy the cash portion of the
purchase price, but will consider the merits of completing an equity financing
in the near future to replenish this working capital. Rideau Construction's
earnings are expected to be sufficient to fund distributions on the additional
units of the Fund that are being issued pursuant to the acquisition and the
acquisition is expected to be accretive to unitholders. Rideau's unaudited net
income before income taxes for the nine months ending August 31, 2007 was
$2.0 million on revenues of $91.7 million.
The acquisition is expected to be completed on February 1, 2008, subject
to the satisfaction of all conditions to closing, including receipt of all
necessary regulatory approvals, including approval of the Toronto Stock
Exchange in respect of the issuance of the trust units pursuant to the
acquisition and approval under the Competition Act (Canada).
Rideau Construction is a general contractor with operations in Nova
Scotia and New Brunswick with clients in the institutional, commercial and
light industrial markets. Rideau Construction's management team has agreed to
remain as employees and to assist the Fund and its subsidiaries in the
management of the Atlantic operations. This acquisition will add over 100
full-time employees to the Bird organization and will make Bird a true
national general contractor with operations from coast to coast.
"With the combination of Bird's capacity and Rideau's exceptional
reputation, we are confident that we can offer Atlantic Canadian clients a
general contractor option that is unprecedented in this region," said Bird's
Chairman and CEO, Paul Charette. "We're incredibly excited about the potential
that the future holds."
Both Bird and Rideau believe that this acquisition is good news for their
employees, clients, subcontractors and suppliers, as it will expand the range
and knowledge base of the combined companies and enable the Rideau operation
to pursue larger projects in Atlantic Canada.
"The sale of Rideau to Bird was a natural fit," said Rideau President,
Jim Brennan. "Our companies share similar values in our approach to business -
a commitment to quality and to conducting business with the highest levels of
professionalism and integrity. We are proud that Rideau's strong reputation in
Atlantic Canada will be carried forward by an organization that we so highly
The Nova Scotia and New Brunswick operations of Rideau will become the
Atlantic branches of Bird, with Rideau's key principals staying on to lead
Bird's new Atlantic operations.
This press release contains forward-looking statements that involve a
number of risks and uncertainties because they relate to events and depend on
circumstances that will occur in the future. Many factors could cause actual
results and developments to differ materially from those expressed or implied
by these forward-looking statements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities
in any State in which such offer, solicitation or sale would be unlawful. The
securities have not been registered under the United States Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
For further information:
For further information: P.A. Charette, Chairman and C.E.O., Bird
Construction Company Limited, as Administrator of Bird Construction Income
Fund, 5405 Eglinton Avenue West, Suite 206, Toronto, ON, M9C 5K6, Phone: (4l6)
620-7122, Fax: (416) 620-1516