Calgary, Alberta. Pure Technologies Ltd. (“Pure”) (TSX-V:PUR) announced today that it has concluded the purchase of The Pressure Pipe Inspection Company (“PPIC”) for up to CAD$34.9 million in cash and common stock of Pure.
PPIC, a privately-held company with headquarters in Mississauga, Ontario, is a leader in large-diameter water and wastewater pipeline condition assessment. PPIC is currently active in North America (including Mexico), South America, the Philippines and Hong Kong. For the fiscal year ended September 30, 2009, PPIC had revenues of $14.6 million.
The base purchase price is $30,000,000 with provision for a maximum additional payment of $4,900,000 should PPIC generate revenues of $24,900,000 for the fiscal year ended September 30, 2010. The amount of the additional payment will be reduced on a dollar-for-dollar basis for every dollar that fiscal 2010 revenues fall short of $24,900,000. The purchase price is based on a PPIC working capital balance of $800,000 at closing and will be adjusted up or down on a dollar-for-dollar basis depending on the actual working capital at closing. Consideration paid at closing was $8,955,776 in cash and Pure issued 3,782,476 shares valued at $4.44 per share which was negotiated as part of the transaction. This consideration is net of a holdback amount, which when released, would be paid in cash in the amount of $800,551 and a further 776,903 shares. Any additional payments will be paid approximately 29% in cash and 71% in Pure common stock with an attributed value of $4.44.
Following closing, Emerald Technology Ventures, PPIC’s largest shareholder, has the right to nominate one director to Pure’s Board of Directors. Subject to TSX Venture Exchange approval, Scott MacDonald, Partner with Emerald Technology Ventures, will join Pure’s Board of Directors.
Dr. Brian Mergelas, formerly the Chief Executive Officer of PPIC, is now Pure’s Senior Vice-President, Corporate Strategy & Development. Dr. Mergelas has published over fifty papers in academic and industry journals, and is a recognized expert in the field of pipeline condition assessment. He will be a key contributor to shaping Pure’s strategic direction and in identifying future opportunities to grow Pure’s business. He will also continue to play a leading role in the promotion of proactive asset management as a cost-effective strategy for bridging the infrastructure funding gap.
“Today is a very exciting day for our clients and employees as we bring together our two companies to create a world-class solutions provider,” said Dr. Brian Mergelas. “Both Pure and PPIC have always strived to provide the best possible condition assessment and monitoring solutions, and together we will be able to offer a greater knowledge base and a stronger portfolio to help our clients. As always, our success will continue to be anchored around building long-term relationships that provide exceptional value and build trust.”
Commenting on the transaction, Pure’s Chief Executive Officer, Mr. Peter Paulson, said:
“This is a significant milestone for Pure and for the international water technology sector. The combined Pure/PPIC entity will be a world leader in the field of condition assessment and asset management for water and wastewater pipelines. We are excited about the opportunity to work with Dr. Mergelas and his team as we continue to build awareness of the need for cost-effective strategies and solutions for the enormous challenges facing pipeline operators around the world. Working together, we will be able to deliver a cohesive and powerful message to the industry about the value of technology-driven proactive asset management. We are also looking forward to working with PPIC’s research and development team to accelerate the introduction of new condition assessment tools for pipelines.”
Pure expects that the highly complementary expertise and technologies resulting from the acquisition of PPIC will allow it to offer one of the most comprehensive suites of proprietary solutions to water and wastewater agencies around the world. PPIC’s leadership position in condition assessment fits well with Pure’s position as the primary provider of long-term monitoring solutions for pre-stressed pipelines. The recent introduction by PPIC of the PipeDiver® autonomous electromagnetic inspection technology, which allows unmanned inspection of prestressed concrete pipelines while in service, is a major advancement in the field and is complementary to Pure’s SoundPrint® AFO fibre-optic acoustic monitoring system. The combination of PPIC’s Sahara® with Pure’s SmartBall® means that operators of large-diameter pipelines will now be able to access a “one-stop shop” for leak detection solutions.
Over the past year or so, Pure has invested heavily in expanding its international presence with the establishment of a branch office in Abu Dhabi and a joint venture company in Hong Kong. Pure intends to use this network to disseminate both Pure’s and PPIC’s technologies and services cost-effectively and efficiently.
Canaccord Genuity acted as financial advisor to Pure on this transaction and Kirchner Private Capital Group acted as financial advisor to PPIC. Bennett Jones LLP acted as legal counsel to Pure and Heenan Blaikie LLP as legal counsel to PPIC and its shareholders.