December 4, 2017 – Nanaimo, British Columbia Canada – ATLAS ENGINEERED PRODUCTS LTD. (the “Company” or “Atlas”) (TSX VENTURE: AEP), a leading supplier of trusses and engineered wood products, is pleased to announce that it has entered into a letter of intent with Clinton Roof Truss Ltd. (“Clinton”) whereby the Company has agreed to acquire all of the issued and outstanding shares of Clinton (the “Transaction”).
Guy Champagne, President of Atlas, commented, “The acquisition of Clinton represents a major milestone of our acquisition program to significantly broaden our geographic reach. We are extremely pleased to be acquiring Clinton as it is highly accretive and provides us with a strategic base from which to expand in Ontario.”
The purchase includes 31,000 square feet of plant, warehouse and office space on a 5-acre site strategically located to provide access to the growing Ontario communities west of Mississauga. Clinton is growing and has over $3 million in annual sales, strong profitability, and very capable operational leadership.
Terms of Transaction with Clinton
Under the binding letter of intent, the Company and Clinton have agreed to negotiate a definitive agreement (the “Definitive Agreement”) whereby the Company will acquire all of the issued and outstanding shares of Clinton for $2,100,000 cash and issue $140,000 in common shares of the Company on closing of the Transaction. The shares will be issued on the closing price immediately preceding the date of this news release. As additional consideration, the shareholders of Clinton will receive an additional $360,000, which will be paid $10,000 per month for the 36 months following closing of the Transaction. A significant portion of the cash required to complete the transaction will be provided by mortgage financing and a term loan.
The current owners of Clinton will be pursuing retirement while remaining available to the Company and the general manager of Clinton will enter into a three-year management contract. All agreements will include non-solicitation and non-competition clauses.
The Company will be entitled to carry out due diligence until January 6, 2018. Upon completion of due diligence, the parties will enter into the Definitive Agreement setting forth the terms and conditions of the Transaction by January 15, 2018. Completion of any transaction with Clinton is subject to a number of conditions, including but not limited to, completion of due diligence, negotiation of definitive agreements in respect of such a transaction and receipt of any required regulatory approvals. A transaction cannot be completed until these conditions are satisfied, and there can be no assurance that a transaction will be completed at all.
About Atlas Engineered Products Ltd.
Atlas Engineered Products is one of British Columbia’s leading suppliers of trusses and engineered wood products. The company was formed over 18 years ago and operates manufacturing and distribution facilities in Nanaimo to meet the needs of residential and commercial builders. Atlas has expert design and engineering teams, a multiple-shift state-of-the-art truss manufacturing operation, and large inventories of engineered beam and flooring components. Atlas aims to grow its base of business across Canada by pursuing an aggressive acquisition and consolidation strategy, and will continue to bring its construction industry partners unparalleled excellence in service, product, and support.
For further information please contact:
Atlas Engineered Products Ltd.
2005 Boxwood Rd.
Nanaimo, BC V9S 5X9
For investor relations please contact:
Email: [email protected]
Contact Financial Corp.
810 – 609 Granville St.
Vancouver, BC V7Y 1G5
Forward Looking Information
Information set forth in this news release contains forward-looking statements. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Such factors include, among other things: risks and uncertainties relating to the Company including those to be described in the Filing Statement filed by the Company on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking information.
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