TORONTO, March 20 /CNW/ - (TSX: FSV.SV; NASDAQ: FSRV) FirstService
Corporation ("FirstService") today announced the successful completion of the
previously announced divestiture of its business services unit, Resolve
Corporation ("Resolve"), through the initial public offering, in Canada, of
trust units of the Resolve Business Outsourcing Income Fund (the "Fund").
FirstService received $112.9 million of cash proceeds (including
repayment of inter-company indebtedness) and a 7% retained interest in the
Fund having a value, based on the offering price, of $20.5 million as a result
of the sale of its stake in Resolve and $127.8 million of cash proceeds and a
2% retained interest, if the over-allotment option granted to the underwriters
of the Fund's offering is exercised in full. All amounts are in US dollars.
"The successful divestiture of Resolve is a major step forward in
executing our strategy of building a significant diversified property services
company with industry leading business units in commercial real estate,
residential property management, integrated security and property improvement
services," said Jay S. Hennick, Founder and CEO of FirstService. "Our
opportunities are global and we will continue to create value for our
shareholders through internal growth and by identifying and completing
disciplined acquisitions with exceptional management teams as our partners.
Cash proceeds from this divestiture, combined with existing cash on hand and
available credit facilities, provide FirstService with resources of more than
$300 million to drive growth," he added.
Updated FirstService outlook
FirstService is updating the preliminary outlook for fiscal 2007 that was
issued on January 31, 2006 to reflect the divestiture of Resolve. The updated
outlook assumes, in addition to the assumptions noted below, that the
over-allotment option will be exercised in full and that the cash proceeds
from the sale will be invested in short term bank deposits, pending
reinvestment.
<<
Preliminary outlook for year ended March 31, 2007 (1)
-----------------------------------------------------
(in millions of US dollars,
except per share amounts) Updated Previous
------- --------
Revenues $1,125 - $1,200 $1,300 - $1,400
EBITDA (2) $96 - $105 $116 - $126
Adjusted diluted earnings per share (3) $1.12 - $1.22 $1.27 - $1.37
Notes
1. The preliminary outlook assumes: (i) no further acquisitions or
divestitures completed during the outlook period (ii) exclusion of
expected impact of one-time cumulative effect adjustments upon
adoption of FASB Statement No. 123(R) Share-Based Payment on
April 1, 2006 and (iii) current economic conditions in the markets
in which the Company operates remaining unchanged and in particular
the market for commercial real estate services. Actual results may
differ materially. The Company undertakes no obligation to continue
to update this information.
2. EBITDA is defined as net earnings before minority interest share of
earnings, income taxes, interest, depreciation and amortization.
EBITDA is not a recognized measure of financial performance under
generally accepted accounting principles (GAAP), and should not be
considered as a substitute for operating earnings, net earnings or
cash flows from operating activities, as determined in accordance
with GAAP.
3. Diluted earnings per share is adjusted for the impact of
accelerated amortization of short-lived intangible assets acquired
in connection with commercial real estate acquisitions completed
during the past year.
About FirstService Corporation
FirstService is a leader in the rapidly growing service sector, providing
services in the following areas: commercial real estate; residential property
management; integrated security services; and property improvement services.
Market-leading brands include Colliers International in commercial real
estate; The Continental Group in residential property management; Intercon
Security and Security Services & Technologies in integrated security; and
California Closets, Paul Davis Restoration, Pillar to Post Home Inspections
and CertaPro Painters in property improvement.
FirstService is a diversified property service company with over
US$1 billion in annualized revenues and more than 12,000 employees worldwide.
Forward-looking statements
This press release includes forward-looking statements. Forward-looking
statements include the Company's financial performance outlook and statements
regarding goals, beliefs, strategies, objectives, plans or current
expectations. These statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results to be materially
different from any future results, performance or achievements contemplated in
the forward-looking statements. Such factors include: (i) general economic and
business conditions, which will, among other things, impact demand for the
Company's services and the cost of providing services; (ii) the ability of the
Company to implement its business strategy, including the Company's ability to
acquire suitable acquisition candidates on acceptable terms and successfully
integrate newly acquired businesses with its existing businesses; (iii)
changes in or the failure to comply with government regulations; and (iv)
other factors which are described in the Company's filings with the Ontario
Securities Commission and U.S. Securities and Exchange Commission.
The ordinary trust units of the Fund (the "Units") have not been, nor
will be, registered under the United States Securities Act of 1933 (the "U.S.
Securities Act"). Accordingly, the Units may not be offered, sold or delivered
within the United States, absent registration or pursuant to a transaction
that does not require registration under the U.S. Securities Act or any
applicable state securities laws of the United States. This statement does not
constitute an offer to sell or solicitation of an offer to buy any of the
Units in the United States.
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FirstService completes divestiture of Resolve Corporation through initial public offering; Updates outlook
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