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TORONTO and MARSEILLE, France, March 9 /CNW/ - Foraco International SA (the "Company" or "Foraco"), a leading global provider of diversified drilling services, today announced it has entered into a binding agreement with all of the shareholders of Adviser Drilling SA ("Adviser") from Chile, to acquire 100% of the outstanding shares of Adviser SA.
Adviser provides diamond and reverse circulation drilling services for major and junior mining companies in Chile, Argentina and Mexico since 2005. Headquartered in Santiago Chile, Adviser has subsidiaries in Argentina, Mexico and Peru. Adviser's fleet consists of 50 modern diamond and reverse circulation drill rigs as well as ancillary equipment, supported by skilled managers and workers. Adviser generated approximately 59 million USD revenue in 2009.
The terms of the proposed transaction include:
- cash consideration of 5.35 million USD upon closing,
- 14,935,750 shares of Foraco (representing 20% of Foraco's post closing
- Up to 4,756,539 warrants to acquire shares of Foraco, exercisable after
two years following closing at no additional consideration, or, at the
option of the vendors, a cash consideration of 1.97 USD per warrant,
- A price adjustment of 5.35 million USD depending on Adviser's 2010
financial performance, to be paid in 2011.
Closing of the transaction is scheduled to occur in May 2010 and is subject to completion of certain conditions precedent, including approval of the TSX and the approval of the shareholders of Foraco at a meeting of its shareholders scheduled to be held on May 11, 2010.
Adviser's present managers will continue managing and developing Adviser.
"This is a major step forward for Foraco to continue building a world class drilling services company" said Daniel Simoncini, Chairman and Chief Executive Officer of Foraco. "This acquisition will allow us to improve significantly our global range of services offered to our Customers and will develop significant business synergies in the near future."
Jean-Pierre Charmensat, co-CEO and Chief Financial Officer added, "We are excited about the combination of Adviser's impressive track record, good reputation, energetic management and modern fleet when supported by Foraco's technical expertise and global strength will allow our Company to capitalize on Latin America opportunities, the world's first market for exploration spending, to accelerate the growth of a profitable business."
"Foraco's excellent reputation, strong financial performances and impressive diversified assets base have convinced Adviser shareholders to join the Foraco group as the best solution to maximize shareholder value in the future," commented Jorge Hurtado, Chairman of the Board of Adviser.
We are excited about this unique opportunity to further expand Adviser beyond our current scope of services, we are looking forward to exploiting new market opportunities and bringing our business up to a new level in Central and South America," commented Adviser's Managing Director, Mr. Pablo Hamilton.
About Foraco International SA
Foraco International SA (TSX: FAR) is a global leading drilling services company that provides turnkey solutions for mining, energy, water and infrastructure projects. Supported by its founding values of integrity, innovation and involvement, Foraco has grown into a global enterprise with operations in 19 countries across five continents. For more information about Foraco, visit www.foraco.com.
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Caution concerning forward-looking statements
This document contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws, including the Company's expectations regarding Adviser's revenues. These statements and information include estimates, forecasts, information and statements as to Management's expectations with respect to, among other things, the future financial or operating performance of the Company and capital and operating expenditures. Often, but not always, forward-looking statements and information can be identified by the use of words such as "may", "will", "should", "plans", "expects", "intends", "anticipates", "believes", "budget", and "scheduled" or the negative thereof or variations thereon or similar terminology. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance that such statements and information will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed under the heading "Risk Factors" in the Company's Annual Information Form dated March 31, 2009, which is filed with Canadian regulators on SEDAR (www.sedar.com). The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise. All written and oral forward-looking statements and information attributable to Foraco or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
SOURCE Foraco International SA
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