TORONTO and
MARSEILLE, France, Sept. 24, 2012 /CNW/ - Foraco International SA
(the "Company" or "Foraco"), a leading global provider of mineral
drilling services, today announced it has entered into a binding
agreement to acquire John Nitschke
Drilling, ("JND").
JND is a leading drilling services provider and
has provided diamond, reverse circulation and water related
drilling services for some of the largest resource and energy
companies in Australia since 1980.
Headquartered in Hanndorf, north of Adelaide, South
Australia and privately owned, JND has activities in all of
the main mining states in Australia: Western
Australia, Queensland,
New South Wales and South Australia, and specializes in iron ore,
coal seam gas (CSG) and coal drilling as well as water well
drilling. JND's fleet consists of 15 rigs: 4 diamond/rotary
rigs, 4 reverse circulation rigs and 8 multipurpose rigs, as well
as ancillary equipment, all supported by skilled managers and
workers. During the twelve months ending June 30 2012 over 50% of JND's business was
derived from iron ore, 25% from CSG and 25% from Coal, with 100% of
its total revenue being sourced from global majors. JND generated
approximately US$ 49 million revenue
in that period with an EBITDA margin of approximately 26.7%.
The proposed transaction will be the acquisition
by Foraco of 100% of the shares of JND, in consideration of:
- Cash consideration of A$ 30
million or approximately US$ 31.5
million upon closing.
- 6,000,000 warrants giving the right to acquire, for no
additional consideration, 6,000,000 Foraco shares, with the
possibility to issue up to an additional 1,000,000 warrants
depending on certain market conditions. The warrants will be
automatically convertible on the happening of certain events on or
after 9 months from the closing date.
- A sum, calculated based on a 2012 calendar EBITDA earn out
formula, of up to A$ 6 million to be
paid in cash at 2012 account closing.
The closing of the transaction is scheduled to
take place in November 2012 and is
subject to the completion of certain conditions precedent,
including approval of the Toronto Stock Exchange and the
shareholder approval of Foraco at a meeting of its shareholders
scheduled to be held in November
2012.
JND's current CEO, Jonathan Nitschke will join Foraco Australia and
will take the position of general manager reporting to Peter Jacobs, Senior VP APAC.
"This is a another step forward for Foraco to
continue implementing our strategy to build a world leading
drilling services company focused on major customers and innovative
drilling" said Daniel Simoncini,
Chairman and Chief Executive Officer of Foraco. "This acquisition
will allow us to deploy our business model in full in Australia, which is and is expected to remain,
a major market. This acquisition brings to Foraco an excellent
team, superb references and additional activities in coal and coal
seam gas, and reinforces our position in the Pilbara iron ore
province".
Jean-Pierre Charmensat, co-CEO and Chief
Financial Officer added, "JND has developed a very progressive and
innovative culture which is very close to ours, making the
integration process easier, and we are enthusiastic about the
combination of JND's impressive track record, good reputation,
energetic management and technical expertise with Foraco's local
and global strengths. We believe this operation to be immediately
accretive for the benefit of Foraco's shareholders, as on a
June 30, 2012 TTM the contribution of
JND to the unaudited proforma EPS amounts to US$ 0.7614, assuming the issuance of 6,000,000
Foraco shares. For the same period, Foraco International was
US$ 0.4176 on a diluted basis, the
EPS combining Foraco International and JND becomes US$ 0.4406, an additional 5.5%.
"Foraco's excellent growing reputation, its
proven ability to successfully integrate small to medium sized
businesses, its remarkably strong financial performances over the
long run, and impressive diversified asset base have convinced
JND's shareholders that joining the Foraco group was the best
solution to maximize their value and to continue to serve our
valued customers" commented Jonathan
Nitschke, CEO of JND.
Subsequent to this acquisition, FORACO will have
a total of 305 rigs.
About Foraco International SA
Foraco International SA (TSX: FAR) is a leading
global mineral drilling services company that provides a
comprehensive and reliable service offering in mining and water
projects. Supported by its founding values of integrity, innovation
and involvement, Foraco has grown into the third largest global
drilling enterprise with a presence in 23 countries across five
continents. For more information about Foraco, visit
www.foraco.com.
Caution concerning forward-looking
statements
This press release may contain
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws. 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, 2010, 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 us or persons acting on our behalf are expressly
qualified in their entirety by the foregoing cautionary
statements.
SOURCE Foraco International SA