TSX Venture Symbol: CFL
CALGARY, Oct. 1, 2012 /PRNewswire/ - CERF Incorporated ("CERF Inc.") is pleased to announce that it has entered into an agreement to purchase 100% of the issued and outstanding shares of TRAC Energy Services Ltd. ("TRAC"), a private oilfield equipment rental company based in Nisku, Alberta which also has offices in Calgary. The purchase price for the acquisition is $17,813,300, subject to working capital and other normal closing adjustments, payable by cash in the amount of $11,730,113 and by the issuance of 2,027,729 common shares ("Common Shares") in the capital of CERF Inc. at a deemed price of $3.00 per Common Share. TRAC currently generates about $4,500,000 in EBITDA. The transaction, which is expected to close in early October, 2012, is subject to approval by the TSX Venture Exchange and to other regulatory approvals and is subject to other customary closing conditions. The existing management team of TRAC, namely, Mr. Cameron Miller and Mr. Travis Porter, will continue as President and Vice President Sales and Marketing, respectively, of TRAC and thereby manage and grow CERF's new business unit. AltaCorp Capital Inc. is acting as financial advisor to TRAC.
Wayne Wadley, President of CERF Inc. comments "We are excited to have a successful oilfield rental company join the CERF group of companies. We look forward to being able to participate more directly in Alberta's strong oil and gas industry. TRAC'S management and staff have demonstrated impressive growth over the past several years and that is a testament to their commitment to supplying a quality rental fleet with a high level of service. We expect that to continue within CERF. We are also delighted that Cameron and Travis will remain in leadership roles with TRAC and continue to guide its strategic direction. TRAC supplies much needed drilling and service rig related equipment to both large and smaller oil and gas production companies in Alberta. They have a modern diverse fleet that we believe will continue to be in demand. We look forward to continuing to enable TRAC to grow within their existing customer base and to providing more equipment to new customers requiring their fleet."
CERF Inc. is a Canadian public corporation engaged in the rental, sale and service of industrial and construction equipment and waste management and environmental services. CERF Inc. trades on the TSX Venture Exchange under the symbol "CFL" and currently has 9,643,367 common shares issued and outstanding.
Advisory Regarding Forward-Looking Statements
Certain statements contained in this press release, including the completion of the acquisition of TRAC and the continuation of the current management and employees of TRAC constitute "forward-looking statements" under applicable securities laws. These statements regarding future events or future performance and are based on CERF Inc.'s current expectations, estimates, projections, assumptions and beliefs. Although CERF Inc. believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Accordingly, undue reliance should not be placed on these forward-looking statements. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking statements. All such forward-looking statements involve known and unknown risks and uncertainties, certain of which are beyond the control of CERF Inc. The forward-looking statements contained in this press release are made as of the date hereof and CERF Inc. does not intend, and does not assume any obligation, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE CERF Inc.