Armtec Enters into an Agreement to Acquire Brooklin Concrete Division of Clearford Industries Inc.

    OTTAWA, June 25 /CNW Telbec/ - Clearford Industries Inc.
("Clearford")(TSX-V: CLI) today announced it has entered into an agreement
dated June 25th, 2008 with Armtec Infrastructure Income Fund (the "Fund")(TSX:
ARF.UN), through its wholly-owned subsidiary Armtec Limited Partnership
("Armtec"), to divest the business assets of its Brooklin Concrete Division
("Brooklin") and to assign the right to acquire the shares of Boucher Precast
Concrete Ltd. ("Boucher") for a purchase price of approximately $43 million
subject to closing date working capital adjustments. Clearford's right to
acquire the shares of Boucher was most recently disclosed in a press release
dated May 8, 2008, however the Boucher name was kept confidential at that
time. The closing of the transaction is expected to occur on or about July 31,
2008, subject to a number of conditions, including consent of Clearford
shareholders and convertible debenture holders, as well as approval from the
TSX Venture Exchange and other customary conditions to closing as required in
a transaction of this type. In addition, it is a condition to closing that
Bruce Linton, the current President and Chief Executive Officer of Clearford,
will enter into a consulting agreement with Armtec. Clearford expects to
appoint a new President and Chief Executive Officer on or before the closing.
    The purchase price is to be payable to Clearford as follows on the
closing date: Armtec shall pay $43,000,000 CDN to Clearford of which
$40,000,000 of the purchase price will be paid to Clearford in cash and
$3,000,000 will be paid in the form of units of Armtec that will be
immediately exchanged post-closing, for units of Armtec Exchangeable
Partnership ("Exchangeable Units"). Two thirds (2/3) of the Exchangeable Units
shall be held in escrow for two (2) years in support of Clearford's
obligations as described in the definitive purchase agreement. The
Exchangeable Units held in escrow shall be released in equal amounts every
six months from the closing date. Exchangeable Units are entitled to
distributions from Armtec Exchangeable Partnership at the same time and in the
same amount, on a unit-for-unit basis, as distributions made by the Fund to
holders of Fund units. All Exchangeable Units are non-voting units and are
exchangeable into units of the Fund on a unit-for-unit basis provided that the
holder of the Exchangeable Units exchanges at least one-half (1/2) of the
original number of Exchangeable Units issued to such holder at one time. No
Exchangeable Units issued to Clearford may be exchanged into units of the Fund
for a period ending January 1, 2009 at the latest. The purchase price is
subject to a working capital adjustment. The result of these transactions is
that Clearford is expected to be left with approximately $4,000,000.00, after
payment of related debt and expenses (including all debentureholder payments
and transaction expenses). This estimate is subject to working capital
    "Clearford's Brooklin Concrete Division has been a strong and reliable
source of funding that has enabled the advancement of the Small Bore Sewer(TM)
system, which now includes methane capture and collection," said Bruce Linton,
President and CEO of Clearford Industries Inc. "The divestiture of the
Brooklin assets will provide the financial capacity that will enable Clearford
to aggressively pursue the global wastewater servicing market."
    Founded in 1952, Brooklin is a manufacturer of septic tanks in Ontario.
Brooklin also manufactures precast concrete products, including interlocking
pavers, patio slabs, retaining walls, transformer foundations, storage
structures and switching chambers. Brooklin has four plants in Ontario,
located in Brooklin, Newmarket, Huntsville and Haliburton. Brooklin was
acquired by Clearford on January 26, 2006.

    Founded in 1954, Boucher specializes in commercial tanks, bridges, box
culverts, train boxes, barriers, transformer bases and pads, electrical
manholes, well tile, parking curbs, traffic control barriers, pump chambers,
concrete panels and segmental rings for tunneling projects. Boucher's
facilities are located in Gloucester, Ontario. Boucher primarily services the
greater Toronto area, North Bay, Sudbury and the Ottawa region.
    Lytton Financial Inc. ("Lytton") acted as exclusive financial advisor and
agent to Clearford on this divestiture. Lytton is advising Clearford with
respect to the transactions and is assisting in the preparation of
presentations, financial models and other information required to complete the
transactions. Lytton also assisted in identifying and approaching prospective
purchasers and assisted in structuring and negotiation of the terms of the
transaction as well as assisting in the completion of all related
documentation. In addition, Lytton is assisting Clearford in obtaining the
required approval of its debentureholders for the transactions. Pursuant to an
agency agreement dated June 25th, 2008, Clearford will pay Lytton a fee on
closing equal to approximately 1.75% of the gross purchase price of the
transactions described herein. Glenn A. Gold, a current director of Clearford,
indirectly owns and controls Lytton and has been the President of Lytton since
July 2004. Samuel Reisman, a current director of Clearford, indirectly owns
non-voting, participating shares in Lytton.

    About Clearford Industries Inc.

    Clearford Industries Inc. is comprised of two divisions: the Wastewater
Systems Division and the Brooklin Concrete Division. The Wastewater Systems
Division designs and implements the patented Small Bore Sewer(TM) (SBS(TM)), a
watertight small diameter wastewater collection system for developers,
municipalities and First Nations communities who need to create, expand or
upgrade their sewage systems. This solution provides servicing with superior
operational and environmental performance at a significantly lower cost when
compared to historic gravity sewers. With its first installation in 1989, the
SBS(TM) has since had several installations within Canada and the U.S. The
Brooklin Concrete Division has been in operation since 1952, with 4 locations
in Ontario, including: Brooklin, Newmarket, Huntsville and Haliburton. A
leading producer of septic tanks in Ontario, Brooklin manufactures precast
concrete products ranging from interlocking pavers and patio slabs, to
retaining walls and storage structures. For more information on Clearford
Industries Inc., please visit

    About Armtec

    The Fund is a leading manufacturer and marketer of a broad range of
infrastructure products and engineered bridging solutions for infrastructure
applications in a diverse cross-section of industries. These include the
public infrastructure market and private sector markets such as natural
resources, commercial building, residential construction and agricultural
drainage in Canada. The Fund's Armtec division is Canada's only national
multi-material manufacturer specializing in corrugated high density
polyethylene pipe, and corrugated steel pipe for drainage applications and
highly engineered solutions including bridging products and water management
systems. The Con-Force division designs and manufactures a wide range of
bridging and construction products including the advanced "NU" bridge girder
system that allows for some of the longest spans available in precast concrete
technology. The Durisol division designs and manufactures highway noise
barriers and related highway and infrastructure products, such as retaining
walls and acoustic enclosures, and is recognized as the only fully qualified
supplier for absorptive material in Ontario. For further information, please
visit Armtec's website at

    Forward-Looking Statements

    This news release contains certain statements that constitute
forward-looking information within the meaning of applicable securities laws
("forward-looking statements"). All statements other than statements of
historical fact contained herein are forward-looking statements, including,
without limitation, statements regarding the impact of the transaction on
Clearford's financial performance and statements regarding the business
strategy, plans and objectives of or involving Clearford or the business in
which it has invested. Prospective investors can identify many of these
statements by looking for words such as "believe", "expects", "will",
"intends", "plans", "projects", "anticipates", "estimates", "continues" and
similar words or the negative thereof. There can be no assurance that the
plans, intentions or expectations upon which these forward-looking statements
are based will occur. Although management believes that the expectations
represented in such forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct.
    By their nature, forward-looking statements require assumptions and are
subject to inherent risks and uncertainties, including those discussed herein.
There is significant risk that forward-looking statements will not prove to be
accurate. You are cautioned not to place undue reliance on forward-looking
statements made herein because a number of factors could cause actual future
results, conditions, actions or events to differ materially from the targets,
expectations, estimates or intentions expressed in the forward-looking
    The future outcomes that relate to forward-looking statements may be
influenced by many factors, including but not limited to: industry
cyclicality; competition; reduction in demand for products; collection from
customers; relationships with suppliers; lack of long-term agreements;
expiration of rights under license and distribution arrangements; raw material
price volatility; product liability; intellectual property; reliance on key
personnel; environmental; collective bargaining; interest rates; uninsured and
underinsured losses; operating hazards; risks of future legal proceedings;
income tax matters; leverage and restrictive covenants; credit facilities;
restrictions on potential growth; effect of market interest rates on price of
securities; potential dilution; and various risks relating to the transaction,
including risks relating to integration and realization of expected synergies,
reliance on key personnel and potential undisclosed liabilities associated
with the transaction. You are cautioned that the foregoing list of factors is
not exhaustive and that when relying on forward-looking statements to make
decisions with respect to Clearford, investors and others should carefully
consider these factors, as well as other uncertainties and potential events,
and the inherent uncertainty of forward-looking statements.
    The forward-looking statements contained herein are expressly qualified
in their entirety by this cautionary statement. Clearford undertakes no
obligation to publicly update or revise any forward-looking statements except
as expressly required by applicable securities law.
    Risks related to Clearford have been summarized in Clearford's latest
publicly filed reports available on or Clearford's web site at
    Completion of the transactions are subject to a number of conditions,
including TSX Venture Exchange acceptance. The transaction cannot close until
the required shareholder approval is obtained. There can be no assurances that
the transaction will be completed as proposed or at all.
    Investors of Clearford are cautioned that, except as disclosed on the
Management Information Circular to be prepared in connection with the
transactions, any information released or received with respect to the
transactions may not be accurate or complete and should not be relied upon.
Trading in the securities of Clearford should be considered highly
speculative. Trading in the securities of Clearford has been halted by the TSX
Venture Exchange.

    The TSX Venture Exchange has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.

For further information:

For further information: Mr. Bruce Linton, President and CEO, Clearford
Industries Inc., (613) 599-6474 ext. 301,

Organization Profile

Clearford Industries Inc.

More on this organization

Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890