VANCOUVER, Jan. 18, 2013 /PRNewswire/ - WesternOne Inc. (" WesternOne") (TSX: WEQ, WEQ.DB.B, WEQ.DB.C) today announced that its modular building division, Britco LP (" Britco"), has completed the purchase of the Australian Portable Buildings group of companies (" APB") along with Black Diamond Group Ltd. (" Black Diamond ") (TSX: BDI). The aggregate purchase price was A$72.5 million (the " Acquisition"), with Britco paying A$31.4 million for 80% of APB's manufacturing business and 10% of APB's leasing business. Black Diamond purchased the remaining interests in the manufacturing and leasing businesses. The purchase is subject to customary post-closing adjustments including net asset adjustments. Britco funded the purchase from existing working capital and a banking facility.
APB manufactures and leases modular buildings throughout Australia including in Sydney ( New South Wales), Brisbane ( Queensland) and Perth ( Western Australia). It serves the mining, resource, commercial, industrial and government industry sectors and designs and builds a wide variety of temporary and permanent buildings including workforce accommodations, office complexes, classrooms, health care facilities, switch rooms and a variety of construction site offices.
Britco's management expects the Acquisition to be accretive to WesternOne's shareholders based on its projections of annual EBITDA of A$5.3 million for its interest in APB's business for the 2013 fiscal year.
Britco intends to operate in Australia under the name "APB Britco" to reflect a combination of two well-established modular building manufacturing companies."We are delighted to complete this acquisition - it establishes WesternOne's and Britco's presence in a strategic market beyond North America," stated Darren Latoski, CEO of WesternOne. " Australia is one of the world's largest markets for modular buildings due to the significant investments in energy and infrastructure. Britco APB is well-positioned for future growth in Australia by offering not only design-build capabilities but also turn-key construction project management services in the modular building market." Subsequent to the Acquisition, APB's manufacturing business will be held by an Australia-based corporation that is an indirect subsidiary of Britco. Non-IFRS Measures References in this press release to " EBITDA" are to earnings before interest, income taxes, depreciation, amortization, gain/loss on financial derivatives relating to changes in the fair market value of the fixed interest rate swap, business acquisition and income trust conversion costs, convertible debenture issuance costs, gain/loss on convertible debentures relating to changes in their fair market values, gain/loss on trust unit issuances relating to the conversion of convertible debentures, gain/loss on exchangeable units relating to changes in their fair values, share based compensation, dividends to shareholders, foreign exchange gains/losses, write-down of fleet assets, intangible assets and goodwill, and franchise termination fees. EBITDA is a measure used by many investors to compare issuers on the basis of ability to generate cash flow from operations. EBITDA is not an earnings measure recognized by International Financial Reporting Standards (" IFRS"), does not have standardized meanings prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. WesternOne's management believes that EBITDA is an important supplemental measure in evaluating WesternOne's performance and in determining whether to invest in its common shares. Readers of this information are cautioned that EBITDA should not be construed as an alternative to: (i) net income or loss determined in accordance with IFRS as an indicator of WesternOne's performance; or (ii) cash flows from operating, investing and financing activities as measures of WesternOne's liquidity and cash flows. WesternOne's method of calculating EBITDA may differ from the methods used by other issuers and, accordingly, WesternOne's EBITDA may not be comparable to similar measures presented by other issuers.