EDMONTON, June 13 /CNW/ - PowerComm Inc. (PCG: TSX) ("PowerComm") and
Nextron Corporation ("Nextron") announced today that they have entered into a
non-binding letter of intent that will result in PowerComm acquiring all of
the issued and outstanding shares of Nextron, a manufacturer of heat trace
controllers and a national distributor of heat trace tape, of Calgary Alberta.
Nextron trades on the TSX Venture Exchange under the symbol NXT. PowerComm
trades on the TSX Exchange under the symbol PCG.
The parties anticipate that Nextron's controlling shareholders,
representing in not less than 80% of its issued and outstanding shares, will
execute lock up agreements this week.
PowerComm has agreed to pay $0.05 per share in cash and to issue one
common share of PowerComm for each fifteen shares of Nextron held. As at the
close of business on Friday, June 8, 2007 this would equate to a value of
$0.09 per share of Nextron or an 81.7% premium to the last sale.
"This acquisition represents a tremendous opportunity for PowerComm to
expand its manufacturing base," said Wayne Rutherford, President and CEO. "As
a company we purchase large quantities of these products for our customers
each year," he continued. "This is a synergistic acquisition - by adding our
purchasing annually we expect to take Nextron into a profit position even
before taking into account our ability to grow revenue by selling across
western Canada and the rest of North America".
Duane Schmeeckle, Chairman of Nextron said "We are pleased that we have
been able to reach this agreement with a company that has the understanding of
our business that PowerComm has. We are confident that our shareholders will
be well rewarded."
Nextron, through its 80% owned subsidiary Heat Trace Canada Ltd., is the
exclusive Canadian distributor for the products of Heat Trace Ltd. of the
United Kingdom, which owns the other 20% of Heat Trace Canada Ltd.
The transaction is subject to due diligence by both parties, regulatory
approval and the meeting of certain conditions prior to June 26, 2007. The
transaction also requires approval by both parties' board of directors which
is expected by the mailing date.
The news release contains certain forward-looking statements, including
management's assessment of future plans and operations and capital
expenditures and the timing thereof, that involve substantial known and
unknown risks and uncertainties, certain of which are beyond PowerComm Inc.'s
control. Such risks and uncertainties include, without limitation, risks
associated with the Corporation's ability to market successfully to current
and new customers; supply and demand for PowerComm Inc.'s services and
products and industry activity levels; capital expenditure programs;
projections of commodity prices and costs; the Corporation's ability to obtain
material and equipment from suppliers; operating risk liability; expansion of
services and products by internal growth or acquisition; the Corporation's
ability to obtain additional financing on satisfactory terms; the impact of
general economic and industry conditions; changes in laws and regulations
(including the adoption of new environmental laws and regulations) and changes
in how they are interpreted and enforced; competitive conditions; the lack of
availability of qualified personnel or management; fluctuations in foreign
exchange or interest rates, stock market volatility; and obtaining required
approvals of regulatory authorities. PowerComm Inc.'s actual results,
performance or achievements could differ materially from those expressed in,
or implied by, these forward-looking statements and, accordingly, no
assurances can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do so,
what benefits, including the amount of proceeds, that PowerComm Inc. will
derive therefrom. Readers are cautioned that the foregoing list of factors is
not exhaustive. All subsequent forward-looking statements, whether written or
oral, attributable to PowerComm Inc. or persons acting on its behalf are
expressly qualified in their entirety by these cautionary statements.
Furthermore, the forward-looking statements contained in this news release are
made as of the date of this news release and PowerComm Inc. does not undertake
any obligation to update publicly or to revise any of the included
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by applicable securities laws.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy and accuracy of this news release.
For further information:
For further information: Wayne R. Rutherford, President and Chief
Executive Officer or J.D. Snowdon, Executive Vice President Corporate Services
at (780) 465-7038 or at firstname.lastname@example.org, or Duane Schmeeckle, Chairman of
Nextron at (403) 735-9555, extension 263