Aveda Transportation and Energy Services to Merge with Daseke, Inc.
CALGARY, Alberta, April 16, 2018 (GLOBE NEWSWIRE) -- Aveda
Transportation and Energy Services Inc. (“Aveda” or the
“Company”) (TSX-V:AVE), one of North America’s largest
dedicated rig moving companies, today announced that it has
entered into an arrangement agreement (the “Arrangement
Agreement”) with Daseke, Inc. (“Daseke”) (NASDAQ:DSKE), a
leading consolidator and the largest owner of flatbed and
specialized transportation and logistics solutions in North
America, under which Daseke will acquire all of the issued
and outstanding common shares of Aveda (including any common
shares issued pursuant to stock options or other convertible
securities which are exercised immediately prior to closing)
for CAD $0.90 per Aveda common share or 0.0751 Daseke common
shares for each Aveda common share held by the Aveda
shareholder and an additional earnout of up to CAD $0.45 per
Aveda common share (if any, the “Earnout”) contingent on
Aveda achieving certain EBITDA targets (the
“Daseke has a history of consolidating top-tier companies in the transportation and logistics space,” said Ronnie Witherspoon, President and Chief Executive Officer at Aveda. “Given their scale, along with Aveda’s assets, including our highly experienced team, and our top-of-the-line equipment, we believe we will together create a stronger oilfield services platform. They are strategic in their acquisitions and in addition to revenue and operating synergies, they recognize the opportunity in Aveda to provide the size and scale needed to grow their operations in rig moving and heavy haul services.”
“At a 78% premium to Aveda’s 10-day weighted average share price of CAD $0.5063 per common share ended April 9, 2018, we feel the offering of $0.90 per Aveda common share reflects the long-term value of our portfolio of assets,” said Bharat Mahajan, Chief Financial Officer and Vice President Finance at Aveda. “At this valuation, Aveda’s shareholders are provided the opportunity to realize immediate value and also participate in Aveda’s growth initiatives over the next 15 months with less risk.”
Under the terms of the Transaction, Aveda shareholders have three options:
- Share-for-share – Aveda’s shareholders can choose to receive 0.0751 Daseke common shares for each Aveda common share held by the shareholder. The Daseke common share price has been determined using the 10-day volume-weighted average trading price on The Nasdaq Stock Market ending on April 9, 2018.
- All-cash – Aveda’s shareholders can choose to receive CAD $0.90 in cash per Aveda common share.
- Combination of cash and shares – Aveda shareholders may choose a combination of cash and Daseke common shares.
In addition, regardless of the choice of consideration elected, the Company’s shareholders as at the effective date of the close of the Transaction, may be entitled to receive an additional cash payment approximately 14 months from the close of the Transaction. See “Earnout” below.
“I am truly excited to have Aveda join the Daseke family,” said Don Daseke, Chairman and Chief Executive Officer at Daseke. “Aveda is a great company with quality people, a specialized value-additive business and a blue-chip customer base. This merger is a strong fit for our company and shareholders as Aveda has demonstrated the ability to outpace their market’s growth rate. We expect joining Daseke will provide Aveda the necessary backing and capital to fuel their continued strong performance.”
“We could not have asked for a better company to continue to provide our customers with high-quality service and equipment,” added David Werklund, Executive Chairman at Aveda. “In addition, Daseke has demonstrated its commitment to growing shareholder value. In an increasingly competitive operating environment, they have steadily grown revenues from $30 million in 2009 to approximately pro forma $1.2 billion in 2017. They are a high-quality company with a long-term growth platform we think will be beneficial to Aveda’s shareholders.”
Canaccord Genuity Corp. has provided the Aveda Board of Directors with its verbal opinion that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by holders of Aveda common shares pursuant to the terms of the Arrangement Agreement is fair, from a financial point of view, to the holders of Aveda common shares.
Aveda’s Board of Directors and management are unanimously in support of the Transaction and have recommended shareholders vote in favour of the Transaction. Werklund Capital Corporation and Werklund Ventures Ltd. along with all members of Aveda’s Board of Directors and management have entered into customary lock-up agreement with Daseke and will unanimously vote in favour of the Transaction. In aggregate, Aveda shareholders holding approximately 27% of the outstanding Aveda common shares (on an undiluted basis) have signed lock-up agreements in support of the Transaction.
Approvals and Shareholder Meeting
The Transaction is subject to customary closing conditions including receipt of regulatory, TSX Venture Exchange, court and Aveda shareholder approvals. A special meeting of shareholders is expected to be held on or about June 7, 2018, to vote on the resolution approving the Transaction.
Under the terms of the Arrangement Agreement, the Transaction will be effected by way of a plan of arrangement of Aveda under the Business Corporations Act (Alberta). The Transaction will require approval by at least 66 2/3 percent of holders of Aveda common shares at a special meeting to be called to consider the Transaction, as well as approval by a simple majority of the votes cast by the holders of Aveda common shares excluding the votes cast by such holders of Aveda common shares who are entitled to receive, directly or indirectly, a "collateral benefit" and whose votes are required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Arrangement Agreement contains customary terms and conditions for a transaction of this nature, including a prohibition upon Aveda from soliciting or initiating any discussion concerning any other business combination or similar transaction, subject to compliance with fiduciary duties, the right of Daseke to match any unsolicited superior proposal received by Aveda, and a termination fee will be payable to Daseke if Aveda receives and accepts an unsolicited superior proposal. See also “Earnout” below.
Complete details of the terms of the Transaction are set out in the Arrangement Agreement, which will be filed and available for viewing on SEDAR under Aveda’s profile at www.sedar.com.
Under the terms of the Earnout, subject to certain conditions contained in the Arrangement Agreement, shareholders of Aveda of record as of the effective date of the Transaction (excluding dissenting shareholders) will be entitled to receive a pro rata share of the amount (if any) by which Aveda’s EBITDA for the specified period (being June 1, 2018 to May 31, 2019 (or if the parties to the Arrangement Agreement mutually agree, July 1, 2018 to June 30, 2019)) exceeds $18.0 million. Subject to certain adjustments, the total amount payable is to be calculated by multiplying 2.74737 by the difference of Aveda’s EBITDA during the specified period and $18.0 million, subject to a maximum payment of $0.45 per share and certain adjustments. Any such amount would be payable in cash approximately 14 months from the close of the Transaction.
The terms of the Earnout should not be construed as a financial projection and there is no guarantee that any amount will become payable under the Earnout.
See “Forward-Looking and Cautionary Statements” and “Non-IFRS Measures” below for further information regarding the Earnout and the calculation of EBITDA.
About Daseke Inc.
Daseke, Inc. is a leading consolidator and the largest owner of flatbed and specialized transportation and logistics capacity in North America. Daseke offers comprehensive, best-in-class services to many of the world’s most respected industrial shippers through experienced people, more than 5,200 tractors, more than 11,000 flatbed and specialized trailers, and million-plus square feet of industrial warehousing space. Daseke is uniquely positioned as the largest carrier, yet has only a small percent market share, of the highly fragmented flatbed and specialized transportation market. For more information, please visit www.daseke.com.
About Aveda Transportation and Energy Services Inc.
Aveda provides specialized transportation services and equipment required for the exploration, development and production of petroleum resources in the Western Canadian Sedimentary Basin and in the United States of America principally in and around the states of Texas, Pennsylvania, Oklahoma, Ohio and North Dakota. Aveda balances Performance, Safety and Value for our Customers through Leadership, Financial Discipline and Proper Planning, while providing a culture of Family for our employees. Aveda strives for a world where its operations improve the daily experience of our customers, our employees, and every person we meet on the road to success.
Aveda was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006, the Company went public on the TSX Venture Exchange. Aveda has major operations in Leduc, AB, Grande Prairie, AB, Edson, AB, Pleasanton, TX, Midland, TX, Pecos, TX, Marshall, TX, Williston, ND, Williamsport, PA, Martins Ferry, OH and Oklahoma City, OK. Aveda is publicly traded on the TSX Venture Exchange under the symbol AVE. Aveda has 15 locations which cover North America’s most prolific oil and gas plays. The Company has almost 1,500 pieces of modern, well maintained equipment and employs approximately 610 team members. Aveda’s unique differentiator is our advanced operational and safety culture. For more information on Aveda please visit www.avedaenergy.com.
For more information, please contact:
Bharat Mahajan, CPA, CA
Vice President, Finance and Chief Financial Officer
Forward-Looking and Cautionary Statements
This News Release contains certain forward-looking statements and forward-looking information (collectively referred to herein as “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “may”, “will”, “project”, “should”, “potential” or similar words, including negatives thereof, suggesting future outcomes. In particular, this News Release contains forward-looking statements relating to the Transaction, including but not limited to: the anticipated benefits of the Transaction to Aveda shareholders, the date of the shareholder meeting being held in connection therewith; that Aveda will be able to complete the Transaction as expected or on the timeline expected; the amount of consideration payable under the Transaction, and that Aveda will be able to obtain all necessary court, shareholder and regulatory approvals for the Transaction. Aveda believes the expectations reflected in such forward-looking statements are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.
Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Aveda’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the Transaction is delayed or is not completed for any reason, the risk that the anticipated benefits of the Transaction are not realized, the risk that the Earnout does not become payable for any reason, including the actual results of Aveda’s future operations, factors beyond Aveda’s control, and the risks identified in Aveda’s management discussion and analysis for the year ended December 31, 2017 (the “MD&A”), which are available for viewing on SEDAR at www.sedar.com. In addition, the terms of the Earnout should not be construed as a financial projection. There is no assurance that any amount will become payable under the Earnout. Any forward-looking statements are made as of the date hereof and, except as required by law, Aveda assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains the term “EBITDA” which does not have any standardized meaning prescribed by IFRS and therefore may not be comparable with the calculation of financial information of Aveda or similar measures for other entities. As used herein, EBITDA is defined as Aveda’s net income (or loss) (calculated in accordance with U.S. GAAP) before interest, income taxes, depreciation, amortization and stock-based compensation for the relevant period, subject to certain other additions and reductions as described in the Arrangement Agreement.
Neither 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.
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