Business
Foraco International SA enters into a binding agreement to acquire JND an innovative drilling contractor in Australia
TORONTO and MARSEILLE, France, Sept. 24, 2012 /CNW/ - Foraco International SA (the "Compa...
About this update from Foraco International Sa
[{"type":"text","content":"\n\n\n\n\n\nTORONTO and MARSEILLE, France, Sept. 24, 2012 /CNW/ - Foraco International SA (the \"Company\" or\n \"Foraco\"), a leading global provider of mineral drilling services,\n today announced it has entered into a binding agreement to acquire John\n Nitschke Drilling, (\"JND\").\n\n\nJND is a leading drilling services provider and has provided diamond,\n reverse circulation and water related drilling services for some of the\n largest resource and energy companies in Australia since 1980.\n Headquartered in Hanndorf, north of Adelaide, South Australia and\n privately owned, JND has activities in all of the main mining states in\n Australia: Western Australia, Queensland, New South Wales and South\n Australia, and specializes in iron ore, coal seam gas (CSG) and coal\n drilling as well as water well drilling.  JND's fleet consists of 15\n rigs: 4 diamond/rotary rigs, 4 reverse circulation rigs and 8\n multipurpose rigs, as well as ancillary equipment, all supported by\n skilled managers and workers.  During the twelve months ending June 30\n 2012 over 50% of JND's business was derived from iron ore, 25% from CSG\n and 25% from Coal, with 100% of its total revenue being sourced from\n global majors. JND generated approximately US$ 49 million revenue in\n that period with an EBITDA margin of approximately 26.7%.\n\n\nThe proposed transaction will be the acquisition by Foraco of 100% of\n the shares of JND, in consideration of:\n\n\nCash consideration of A$ 30 million or approximately US$ 31.5 million\n upon closing.\n\n\n6,000,000 warrants giving the right to acquire, for no additional\n consideration, 6,000,000 Foraco shares, with the possibility to issue\n up to an additional 1,000,000 warrants depending on certain market\n conditions. The warrants will be automatically convertible on the\n happening of certain events on or after 9 months from the closing date.\n\n\nA sum, calculated based on a 2012 calendar EBITDA earn out formula, of\n up to A$ 6 million to be paid in cash at 2012 account closing.\n\n\n\n\n\nThe closing of the transaction is scheduled to take place in November\n 2012 and is subject to the completion of certain conditions precedent,\n including approval of the Toronto Stock Exchange and the shareholder\n approval of Foraco at a meeting of its shareholders scheduled to be\n held in November 2012....