WINNIPEG, Sept. 24, 2012 /CNW/ - Legumex Walker Inc. (TSX: LWP), today provided an update on its previously announced acquisition of Keystone Grain Ltd. ("Keystone"),a leading Manitoba-based processor and marketer of sunflowers, flax, specialty crops and organic commodities. Legumex Walker has substantially completed due diligence related to the transaction and the two companies have reached agreement on the principal terms under which LegumexWalker will purchase 100% of the business of Keystone. Under such terms, Legumex Walker will pay $1.28 million in cash and 587,437 in its common shares. In addition, the Keystone vendors will receive 660,000 warrants at $9.50 per share, which expire two years from the date of closing of the transaction. Keystone has $4.8 million in long-term debt and is required to have $4.0 million in working capital at closing.
Legumex Walker expects the acquisition will be immediately accretive to 2013 earnings, exclusive of any potential synergies that may be realized.
"With this acquisition, Legumex Walker will become one of North America's largest processorsand marketers of sunflowers and related products to the growing bakery ingredients market while at the same time establishing a meaningful foothold in the retail bird food market," said Joel Horn president and CEO of Legumex Walker. "The addition of Keystone fits squarely with our strategic objectives, further diversifying our product offering with complementary, high margin products, while providing the opportunity to further optimize our processing capacity. We look forward to the finalizing the transaction and immediately beginning to pursue the growth opportunities inherent in the Keystone business."
Keystone's assets include a sunflower processing facility (40,000 metric tons annual capacity) and a flax processing facility (11,500 metric tons annual capacity) in Winkler, Manitoba and a bird food processing facility in Winnipeg, Manitoba (11,500 metric tons annual capacity). Keystone processes and markets a variety of food-grade products, primarily focusing on sunflower and flax products, including bakery sunflower kernels and confectionary sunflower kernels and several varieties of both milled and non-milled flax. Keystone also processes and markets custom private label birdfood products and retail wild bird food products, and packs wild birdfood products under the Emerald Farms label for the retail market, including several large North American big box retailers.
Legumex Walker is being advised by Cormark Securities Inc. The acquisition of Keystone is subject to completion ofconfirmatory due diligence, definitive documentation and customary closing conditions. Until all the closing conditions are satisfied or waived, there can be no assurances that this transaction will be completed. If all closing conditions are satisfied, closing is expected to occur on or about October 1, 2012.
About Legumex Walker Inc.
Legumex Walker is a growth-oriented processor and merchandiser of pulses (lentils, peas, beans and chickpeas), other special crops and canola products. The Company is one of the largest processors of pulses and other special crops in Canada. Following the close of the Keystone transaction, LWP will have14 processing facilities strategically located in key growing regions in the Canadian Prairie Provinces, the American Midwest, and China, a global sales, logistics, and distribution platform and access to multimodal transportation capabilities. In addition the Company has an 85 percent interest in Pacific Coast Canola, LLC, a company that is constructing a canola oilseed processing facility in Washington State.
This press release contains "forward‐looking information" within the meaning of Canadian securities laws, which may include, but are not limited to, statements relating to the acquisition of Keystone, its expectations for the performance of Keystone, the impact of this acquisition on the overall performance of the Company and on financial results for future periods. Such forward‐looking information reflects the Company's view with respect to future events and is subject to risks, uncertainties and assumptions, including risks associated with the integration of the Keystone operations with the Company's current operations and those set out in the Annual Information Form of Legumex Walker for the year ended December 31, 2011 and in the Company's Management Discussion and Analysis for the period ended June 30, 2012, which are available on SEDAR at www.sedar.com and which should be reviewed in conjunction with the press release available at www.sedar.com. The Company does not undertake to update forward‐looking statements or forward‐looking information, except as required by law.
SOURCE: Legumex Walker Inc.
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