TORONTO, Nov. 20 /CNW/ - Student Transportation of America (TSX: STB,
STB.UN) ("STA") today announced it has made an all-cash take-over offer (the
"Offer") to purchase all of the issued and outstanding publicly traded shares
of Canadex Resources Limited (TSX: CDX) ("Canadex" or the "Group"). STA
expects the transaction to be approximately 15% accretive to its existing cash
Canadex is a transportation and energy company consisting of two distinct
and separately managed business segments. The school bus division is one of
the largest independent school bus operators in Ontario and its energy
division holds minority positions of non operating oil & gas investments in
Canadex's fiscal year end 2007 revenue and EBITDA were $24.8 million and
$11.2 million, respectively. The Group's transportation division consists of
more than 350 school vehicles and generated $15.6 million in revenue for
fiscal 2007. Post-closing, STA's, Canadian subsidiary; Student Transportation
of Canada (STC), will have approximately $40 million in annualized revenue and
will be the third largest provider of school transportation services in
The aggregate purchase price is approximately $41.8 million, which
translates to $5.72 per fully diluted common share of Canadex. Closing of the
acquisition is expected to occur in early January 2008 and is subject to the
satisfaction of regulatory closing conditions and approval of the change of
ownership by certain school board customers.
"This strategic acquisition marks STA's largest investment in Canada,
which is a high priority for our company and our subsidiary, Student
Transportation of Canada," said Denis J. Gallagher, Chairman and Chief
Executive Officer. "More importantly it increases our Canadian dollar revenues
by 67%, which is a key part of our overall business strategy. This is also a
great use of the availability in our expanded credit facilities and reiterates
the effectiveness of the recently completed exchange offer."
Mr. Gallagher added, "After extensive analysis, we concluded that it was
prudent to offer to acquire Canadex's entire portfolio of assets in order to
secure the attractive school bus business we have sought to be part of our
growing family of companies. It is important to note that while Canadex's
energy division is producing positive cash, the oil & gas investments are
non-core to STA's business strategy and represent only a small portion of
STA's total earnings and cash flows. Our sole focus remains school bus
transportation. The STA Board of Directors along with management intends to
conduct a strategic review of the oil & gas investments after closing to
determine the best course of action for this division with our shareholders'
interests being the top priority."
"We are pleased that the Special Committee of the Board of Canadex has
recommended the transaction to the full Board, who has in turn indicated their
support and approval. We believe the offer is fair and in the best interest of
Canadex shareholders, who will receive all cash for their shares. In addition,
the Group has stated that they have secured a "lock-up agreement" from the
majority shareholder of Canadex, who has indicated support for the agreement,"
said Mr. Gallagher.
The Group's school bus operations provide home-to-school student
transportation and complementary school charter services through its Parkview
Transit Division and two other wholly-owned subsidiaries. All three operating
units are located in the rapidly growing "Golden Horseshoe" region surrounding
the Greater Toronto Area in Peel, York and Simcoe. Together, they are one of
the largest independent school bus operators in Ontario.
The Group's oil & gas investment activities are conducted through Canadex
Resources Inc., a wholly owned subsidiary of the company and incorporated in
Alberta. Canadex invests as a non-operator and minority interest investor in
properties for the exploration and upstream production of crude oil, natural
gas and condensates. The Group holds passive investments in both oil & natural
gas wells in Texas, Oklahoma, Louisiana and Kansas in the U.S.
Acquisition Rationale for STA
- Builds on STA's strategy of regional density in Ontario, a high
- The transaction will increase Canadian dollar cash flows by 67%,
is well-aligned with STA's focus on rural and suburban markets and
fits well with STC's existing business in Ontario.
- Good use of credit facility
- With the success of STA's recent exchange offer, the company
reduced total debt by $45.8 million through redemption of its
subordinated notes. This acquisition has the added benefit of
adding $11 million to EBITDA. The company will continue to have
excess capacity remaining under its current credit arrangements to
fund further growth initiatives as necessary.
- Highly stable business model with strong cash flows
- Over 90% of Canadex's school busing revenues are based on school
transportation contracts with Ontario school boards. Fuel cost
escalation clauses are included in most contracts and provide
effective protection against fuel cost increases.
- Strategically located operations in fast growing regions
- From 2001 to 2006, the population in Canadex's operating regions
of Simcoe, York and Dufferin-Peel grew at average annual rates
approximately two to three times faster than Ontario and Canada as
- High entry barriers built on long-standing customer relationships
- Canadex's excellent relationships with local school boards and the
boards' need for continuity of service create significant barriers
- History of continuous growth and profitability
- Canadex's revenues and earnings have grown continuously and EBITDA
margins are stable.
- Significant growth opportunities
- Canadex has attractive prospects for continued profitable organic
growth based on the favourable demographics in its regions
operating from their four locations.
Acquisition Counsel and Financing
BMO Capital Markets acted as financial advisors to STA on the
Goodmans LLP of Toronto and Patton Boggs of Dallas, Texas, provided legal
counsel in connection with the offer and Alluence Capital Advisors of
Mississauga, Ontario assisted in the due diligence.
Conference Call and Webcast
Management will host a conference call and a live audio webcast to
discuss the acquisition at 2 p.m. ET on Wednesday, November 21, 2007.
Following management's presentation, there will be a brief question and answer
session for analysts and institutional investors. The call can be accessed by
dialling 416.849.9305 or 1.866.838.4337. The audio webcast will be archived at
www.sta-ips.com. A taped rebroadcast will be available until 12 a.m. ET on
November 28, 2007. To access the rebroadcast, please dial 416.915.1035 or
1.866.245.6755 and enter the passcode 308327 followed by the number sign.
Student Transportation of America Ltd. Profile
Student Transportation is the fourth-largest provider of school bus
transportation services in North America, conducting operations through local
operating subsidiaries. Student Transportation has become a leading school
transportation and management company by aggregating operations through the
consolidation of existing providers and conversion of in-house operations. The
company currently operates more than 5,000 school vehicles in North America.
For more information, please visit www.sta-ips.com.
This news release contains "forward-looking statements" within the
meaning of applicable securities laws, which reflects the expectations of
management regarding STA's results of operations, expense levels, cost of
capital, financial leverage, seasonality, cash flows, performance, liquidity,
borrowing availability, financial ratios, ability to execute the STA's growth
strategy and cash distributions. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may", "will",
"expect", "intend", "track", "targeted", "estimate", "anticipate", "believe",
"should", "plans" or "continue" or similar expressions suggesting future
outcomes or events. These forward looking statements reflect STA's current
expectations regarding anticipated future events, results, circumstances,
performance or expectations, which are not historical facts. Forward looking
statements involve significant risks and uncertainties, and should not be read
as guarantees of future performance or results, and will not necessarily be
accurate indications of whether or not or the times at which or by the
performance or results will be achieved. A number of factors could cause our
actual results to differ materially from the results discussed, expressed or
implied in any forward-looking statement made by us or on our behalf,
including, but not limited to the factors discussed under "Risk Factors" in
our Annual Information Form. These forward looking statements are made as of
the date of this news release and, except as required by applicable law, we
undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
For media inquiries, please contact:
Keith P. Engelbert
Director of Investor Relations
Phone: (732) 280-4200
Fax: (732) 280-4213
For further information:
For further information: Denis J. Gallagher, Chairman and Chief
Executive Officer, Phone: (732) 280-4200, Fax: (732) 280-4213; Patrick J.
Walker, Chief Financial Officer, Phone (732) 280-4200, Fax: (732) 280-4213;
Keith P. Engelbert, Director of Investor Relations, Phone: (732) 280-4200,
Fax: (732) 280-4213, firstname.lastname@example.org