Aegion Corporation (Nasdaq Global Select Market: AEGN) today announced the execution of a definitive agreement to acquire the equity shares of Brinderson, L.P. and related entities for a purchase price of $150 million. The Company expects to close the acquisition on or around July 1, 2013. Brinderson is a leading integrated service provider of maintenance, construction, engineering and turnaround activities for the upstream and downstream oil and gas markets. Primarily focused on serving large oil and gas customers in California, Brinderson’s competitive advantages include its industry-leading safety record, a strong reputation for reliability and quality and comprehensive solutions needed for major refinery maintenance, repairs and retrofits. These core competencies position Brinderson to meet the growing demand for non-discretionary operating and maintenance expenditures. Through long-term contracts and nearly 40 master service agreements, Brinderson derives approximately 75 percent of its revenues from recurring activities. For the twelve months ended March 31, 2013, Brinderson’s revenues totaled approximately $231 million and adjusted EBITDA was $23.8 million. J. Joseph Burgess, Aegion’s President and Chief Executive Officer, commented, “We are pleased Brinderson is joining Aegion’s Energy & Mining platform, opening for us a new end market for the maintenance of upstream and downstream energy facilities. Aegion plans to compete across a broader portion of the energy value chain with an $800 to $900 million Energy & Mining platform dedicated to preserving and rehabilitating critical pipeline assets, as well as maintaining the facilities used for processing and refining oil and gas products. Following the acquisition, Aegion’s Energy & Mining revenues from recurring operating and maintenance activities are expected to exceed 50 percent, compared to 45 percent prior to the acquisition. This transaction marks the beginning of a strategic effort to expand our capabilities in this important sector of the United States energy market.” Commenting on the acquisition, Russell Conda, Brinderson’s President and Chief Executive Officer, said, “We successfully transformed Brinderson over the last five years from a construction-based company supporting new capital spend in oil refineries into an integrated, full-service company providing long-term maintenance programs and other key services to our clients. Aegion will help us access new markets within the United States and support the continued growth we expect in our core West Coast market. In turn, Brinderson provides Aegion access to the upstream and downstream markets through long-term relationships with large, blue chip companies. The transformation of the United States energy market towards self-reliance is expected to bring significant investment in the refining and petrochemical segment. As a partner with Aegion, Brinderson is well positioned to assist its clients with this anticipated growth.”
Brinderson’s senior management team, including Russell Conda, will remain with the company after the transaction closes. These executives have, on average, more than 25 years of industry experience serving the oil and gas industry.Aegion has executed an amendment to its current credit facility to permit the transaction. In addition, the Company is working with its senior lending partners, Bank of America, N.A., J.P. Morgan Chase Bank N.A., and U.S. Bank National Association to put in place a new and expanded credit facility. It is anticipated that the new facility will fund the transaction and also provide sufficient flexibility for the Company’s future liquidity needs and growth prospects. The Brinderson acquisition is expected to be modestly accretive to 2013 earnings per share. Aegion maintains its 2013 guidance for non-GAAP diluted earnings per share in the range of $1.60 to $1.80, excluding $4 to $7 million in pre-tax acquisition-related expenses. The earnings per share impact will be determined after the close of the acquisition. The Company expects the acquisition to be significantly more accretive in 2014, beyond the impact of a full-year contribution of the business. Return on invested capital for 2013 is expected to be in the range of 7 to 8 percent, lower than the Company’s previous guidance, because of the increase in intangible assets (including goodwill) and only a partial year of earnings contribution from Brinderson. Aegion expects the transaction to be accretive to return on invested capital within two years. The Company’s 2013 outlook for cash flow from operating activities remains in excess of $100 million. The Company expects the Brinderson acquisition to be accretive to cash flow from operating activities in 2013. It also expects the acquisition to be accretive to free cash flow in 2013 as a result of Brinderson’s low capital expenditure requirements, which traditionally are approximately one percent of revenues.
Aegion will host a conference call on June 25, 2013 at 10:00 AM eastern daylight time.Listen only, Toll Free: 1-877-312-8824 Listen only, Toll: 408-940-3830 Confirmation Code: 96012987 The conference call will be webcast live via the internet on Aegion’s website ( www.aegion.com/investors/webcasts). To access the webcast, connect to the website five to ten minutes prior to the scheduled time. An audio archive of the webcast will be available beginning approximately two hours after the conclusion of the conference call through www.aegion.com/investors/webcast. About Aegion Corporation Aegion Corporation is a global leader in infrastructure protection, providing proprietary technologies and services to protect against the corrosion of industrial pipelines and for the rehabilitation and strengthening of water, wastewater, energy and mining piping systems and buildings, bridges, tunnels and waterfront structures. More information about Aegion can be found on our internet site at www.aegion.com. About Brinderson, L.P. Brinderson, L.P. is an integrated professional services company offering engineering, procurement, construction, maintenance and turnaround services to a broad range of energy-related industries including upstream oil and gas production, gas processing, oil refining, terminals and pipelines, chemicals and renewable energy. More information about Brinderson can be found on its website at www.brinderson.com. Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. We make forward-looking statements in this news release that represent our beliefs or expectations about future events or financial performance. These forward-looking statements are based on information currently available to us and on management’s beliefs, assumptions, estimates or projections and are not guarantees of future events or results. When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend, “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on February 27, 2013, and in our subsequent quarterly reports on Form 10-Q. In light of these risks, uncertainties and assumptions, the forward-looking events may not occur. In addition, our actual results may vary materially from those anticipated, estimated, suggested or projected. Except as required by law, we do not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise. Investors should, however, review additional disclosures made by us from time to time in our periodic filings with the Securities and Exchange Commission. Please use caution and do not place reliance on forward-looking statements. All forward-looking statements made by us in this news release are qualified by these cautionary statements.
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