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ADF GROUP INC. ENTERS INTO AN AGREEMENT TO ACQUIRE LAR GROUP INC.
ADF GROUP INC. ENTERS INTO AN AGREEMENT TO ACQUIRE LAR GROUP
About this update from Adf Group Inc.
TERREBONNE - ADF GROUP INC. ('ADF' or the 'Corporation') (TSX: DRX), a North American leader in the manufacture of steel superstructures, is pleased to announce today that the Corporation has entered into an agreement (the 'Agreement') to acquire the Transaction (the 'Transaction'), subject to the approval of the Superior Court of Quebec (Commercial Division) (the 'Court') '), LAR Group Inc. and certain of its subsidiaries (collectively, the ' LAR Group '). Founded in 1942 and based in Metabetchouan in the Saguenay-Lac-Saint-Jean region of Quebec , the LAR Group operates in the fields of machining, welding and industrial mechanics. LAR Group is a Canadian leader in the design, manufacture and installation of mechanically welded steel structures. Primarily focused on the rapidly expanding large-scale hydropower market, the company also offers tailor-made overhead crane solutions for heavy industry. LAR Group generated revenues of $80.9 million in its fiscal year ended December 31, 2024 and had an order backlog(1) of $104.5 million as at July 31, 2025 , which is expected to be achieved gradually by the end of ADF's fiscal year ending January 31, 2027 . 'We are convinced that this transaction will create significant synergies between our two groups, will make a positive contribution to ADF's net results and will diversify ADF's offering in the face of U.S. tariff threats, while preserving 200 well-paying jobs in the greater Saguenay-Lac-St-Jean region, and even growing this number,' said Jean Paschini , Chairman of the Board of Directors and Chief Executive Officer of the Company. The consideration paid by ADF in connection with the Transaction consists of a purchase price of $19 million , plus a closing adjustment related to certain working capital expenses, payable as follows: (i) a cash amount of $15 million , plus the closing adjustment, and (ii) the issuance of 449,944 subordinate voting shares of the Company, representing the equivalent of $4 million in subordinate voting shares of the Company based on the average closing price of the Company's shares on the Toronto Stock Exchange during the 5 trading days prior to August 29, 2025 . ADF will pay the consideration in cash from its available cash. The Transaction is to be completed by way of a reverse vesting order to be sought from the Court as part of the restructuring proceedings of the LAR Group to be commenced today under the Companies' Creditors Arrangement Act ( Canada ) and conducted under the supervision of the Court and a monitor to be appointed by the Court. The reverse vesting order will need to approve the Agreement and the transactions provided for in it. LAR Group will be asking the Court to issue the reverse vesting order and expects this application to be heard in the coming days. The closing of the Transaction is expected to occur shortly after the Court's approval, subject to the satisfaction or waiving, as applicable, of other customary closing conditions for transactions of this nature, including the approval of the Toronto Stock Exchange . About ADF Group Inc. | ADF Group Inc. is a North American leader in connection design and engineering, manufacturing, including the application of industrial coatings, the erection of complex steel structures, heavy steel components, as well as wrought and architectural metals, for the non-residential infrastructure sector. ADF Group Inc. is one of the few players in the industry capable of carrying out commercial, institutional, industrial and public megaprojects characterized by a very high level of technological complexity and accelerated timelines. The Company now operates two manufacturing plants and two paint shops; in Canada and the United States , as well as a Construction division in the United States , which specializes in the assembly of structural steel and other related products. Forward-Looking Statements | This press release contains forward-looking statements that reflect ADF's objectives and expectations. These statements are identified by verbs such as 'expects' as well as the use of future and conditional verb tenses. By their nature, these statements involve risks and uncertainties. As a result, actual facts may differ from ADF's expectations. Forward-looking information includes, among other things, statements regarding the Transaction, including the expected timing, receipt of required approvals, including those of the Court and the Toronto Stock Exchange , and the effects and benefits of the Transaction. Forward-looking statements are based on assumptions and management's best possible assessment of future events and are subject to risks, uncertainties and other important factors that may cause the Company's actual results to differ materially from those expressed or implied by such statements. These factors include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions or within the timeframes currently anticipated, or that it will not be completed at all, due to failure to satisfy, in a timely manner or otherwise, the conditions to the closing of the Transaction or for other reasons, as well as the other factors described under the headings 'Current Economic Environment' and 'External Factors Affecting the Company's Performance' in the Management's Discussion and Analysis of the Company's Financial Position and Results of Operations for the year ended January 31, 2025 . Readers are cautioned that this list of factors is not exhaustive and should not place undue reliance on forward-looking statements. Accordingly, the reader is cautioned that actual results may differ materially from those anticipated. Except as required by applicable securities laws, the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Non-IFRS and Other Financial Measures | The backlog is a measure used by the Company to assess the future level of revenue. The backlog includes firm orders obtained, either through a firm contract or a formal notice to proceed confirmed by the customer. The order book therefore includes the non-manufactured portion of the contracts thus confirmed. Backlog is a supplemental financial measure that is not standardized to the financial reporting framework used to prepare the Company's financial statements. Therefore, the reader should caution not confusing or substituting for IFRS performance measures. In addition, the Inspector should avoid comparing this measurement to similarly named measurements provided or used by other issuers. Contact: Jean Paschini Tel: (450) 965-1911 (C) 2025 Electronic News Publishing, source ENP Newswire