CALGARY, July 28 /CNW/ - Pure Technologies Ltd. ("Pure") (TSX-V:PUR) announced today that it has agreed with the shareholders of The Pressure Pipe Inspection Company Ltd. ("PPIC") to purchase all of the issued and outstanding shares of PPIC for up to $34.9 million in cash and common stock of Pure. The Boards of Directors of both companies have approved the transaction, subject to certain conditions and to the approval of the TSX Venture Exchange. The transaction is expected to close on or before August 31, 2010.
PPIC, a privately-held company with headquarters in Mississauga, Ontario, is a leader in large-diameter water and wastewater pipeline condition assessment. PPIC is currently active in North America (including Mexico), South America, the Philippines and Hong Kong. For the fiscal year ended September 30, 2009, PPIC had revenues of $14.6 million.
The base purchase price is $30,000,000 with provision for a maximum additional payment of $4,900,000 based on PPIC's revenues exceeding $20,000,000 for the fiscal year ended September 30, 2010. It is anticipated that the consideration will be paid in the form of approximately 29% in cash and 71% in Pure common stock, to be issued, subject to TSX Venture Exchange approval, at $4.44 per share which issue price was negotiated as part of the transaction. Emerald Technology Ventures, PPIC's largest shareholder, will have the right to nominate one director to Pure's Board of Directors. Subject to TSX Venture Exchange approval upon closing the transaction, Scott MacDonald, Partner with Emerald Technology Ventures, will join Pure's Board of Directors.
Dr. Brian Mergelas will remain the Chief Executive Officer of PPIC until the transaction close, to which point he has agreed to accept the position of Senior Vice-President, Corporate Strategy & Development, with Pure.
Canaccord Genuity acted as financial advisor to Pure on this transaction and Kirchner Private Capital Group acted as financial advisor to PPIC. Bennett Jones LLP acted as legal counsel to Pure and Heenan Blaikie LLP as legal advisor to PPIC and its shareholders.
About Pure Technologies Ltd.
Pure Technologies Ltd. is an international asset management technology and services company which has developed patented technologies for inspection, monitoring and management of critical infrastructure around the world. Pure's business model incorporates four distinct but complementary business streams:
- Sales of proprietary monitoring technologies for pipelines, bridges
and structures (SoundPrint(R), SoundPrint(R) AFO);
- Recurring revenue from data analysis and site maintenance for these
technologies, and from technology licensing.
- Premium technical services including inspection, leak detection and
condition assessment (P-Wave(R), SmartBall(R), Long-Range Robotics).
- Specialized engineering services in areas related to asset management,
primarily in the area of pipeline condition assessment for water and
wastewater infrastructure (Openaka, Price Brothers UK Ltd, and Jason
About The Pressure Pipe Inspection Company
PPIC, a privately-held company with headquarters in Mississauga, Ontario, is a recognized provider of large-diameter water and wastewater pipeline condition assessment. PPIC was founded in 1997 to commercialize RFEC/TC, an electromagnetic inspection technology for prestressed concrete pipes developed by David Atherton, Professor of Physics at Queen's University, Kingston, Ontario. In 2008, PPIC purchased the worldwide rights (excluding the United Kingdom and Ireland) to Sahara(R), a leak detection system for large-diameter pipelines developed by WRc plc.
This release contains forward-looking statements. Forward-looking statements, without limitation, may contain the words believes, expects, anticipates, estimates, intends, plans, or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions and Pure's actual results could differ materially from those anticipated. Forward looking statements are based on the opinions and estimates of Management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. In the context of any forward-looking information please refer to risk factors detailed in, as well as other information contained in, Pure's filings with Securities Regulators (www.sedar.com).
"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."
(R) Registered Trademarks, property of Pure Technologies Ltd.
SOURCE Pure Technologies Ltd.
For further information: For further information: To find out more about Pure Technologies Ltd. (TSX-V: PUR), visit our website at www.puretechnologiesltd.com; contact James E. Paulson, Chairman or Karen Keebler, Chief Financial Officer at (403) 266-6794; or e-mail to: email@example.com