Mosaic Capital Corporation Enters into Agreement to Acquire Place-Crete Systems Inc. and Floor-Tech Systems Inc.
Calgary, Alberta (FSCwire) - Mosaic Capital Corporation ("Mosaic") (TSX-V Symbols: M, M.PR.A and M.WT) is pleased to announce that it has entered into an acquisition agreement to acquire a majority interest in the business being carried on by Place-Crete Systems Inc. and Floor-Tech Systems Inc. (combined "Place-Crete"). Based in St. Albert, Alberta with additional offices in Calgary, Alberta and Abbotsford, British Columbia, Place-Crete supplies, applies and finishes a variety of cement based toppings in the residential and commercial construction markets and provides waterproofing solutions to the civil infrastructure market. Products include gypsum floor underlayments used mainly in residential and commercial construction and waterproofing membranes which are applied to bridges, bridge approaches, plaza decks and parkades in both the new and restoration construction. This acquisition will provide Mosaic with additional exposure to western Canada civil infrastructure opportunities as well as new sectors to which it has not previously had exposure.
On completion of the transaction, Mosaic will own 75% of the business. Mosaic's cost of acquisition will be $18.0 million, subject to typical post-closing adjustments, and will be funded through a combination of cash and $4.0 million of vendor take back financing. Closing of the transaction, which is anticipated to occur on or about September 1, 2014, is subject to satisfaction of typical conditions precedent to closing for transactions of this nature. All existing management will remain in place.
Established in 1984, Place-Crete has two primary service lines:
Gypsum Floor Underlayments and Cement Based Toppings
Gypsum concrete is a light-weight mixture of gypsum, cement and sand. It is a building material used as a floor underlayment in wood-frame and concrete buildings.
Gypsum underlayments are a commonly used type of floor underlayment. Its benefits include:
- Smooth, flat surface for all types of flooring materials;
- Fire resistant;
- Sound reduction;
- Fast drying time;
- No delamination and,
- No shrinkage.
Water Proofing Services
Place-Crete mainly focuses its efforts on parkade restoration and traffic deck systems and plaza and bridge deck waterproofing.
Parkade Restoration and Traffic Deck Systems:
- Significant structural damage of parkades and traffic decks can be caused by water and chloride ions entering concrete and reinforcing steel. Place-Crete specializes in providing waterproofing products and solutions for new and restoration construction projects including structural concrete repairs, thin polyurethane traffic deck coatings and concrete sealers.
Plaza and Bridge Deck Waterproofing:
- Plaza and bridge deck waterproofing involves the application of asphaltic membranes to protect structures from costly damage caused by water. Fluid and sheet asphaltic membranes are heated and applied to highway bridge decks, plazas over top of parking garages, roof terraces, pedestrian concourses and the foundation walls of tunnels and reservoirs.
Darrell Bokenfohr, President of Place-Crete stated, "Since our inception our focus has been on being a leader in our industry. As we have seen opportunities to better service our customers we have expanded our product offering. This has allowed us to differentiate ourselves by offering a diversity of services as well as providing quality work and solutions tailored to our customer's needs. Our partnership with Mosaic will allow us to grow and diversify into new markets. Mosaic brings strong strategic and business depth to Place-Crete while allowing us to keep the culture and values that have made us successful. I look forward to continuing as President of Place-Crete and moving the company into its next stage of growth."
"We are very excited about our partnership with Place-Crete," commented Harold Kunik, President of Mosaic. "Darrell Bokenfohr and the team at Place-Crete have done an excellent job of building a great business on a foundation of exceptional customer service and dedication to their employees. We see a lot of opportunity for growth and Darrell has a clear vision for the future. We welcome the Place-Crete team into Mosaic and look forward to a strong and growing partnership."
ABOUT MOSAIC CAPITAL CORPORATION
Mosaic is an investment company based in western Canada that owns a portfolio of established businesses that have a history of generating strong sustainable cash flow from their operations. Mosaic's objective is to create long term value for our shareholders and business partners and to have that reflected in our share price. We believe that this is achieved by growing free cash flow per share and retained earnings. We do this by acquiring businesses that we understand at attractive prices and we manage our risk through extensive due diligence, creative transaction structuring and working closely with our businesses after acquisition.
FOR FURTHER INFORMATION PLEASE CONTACT:
Tim Taylor
Vice President
Mosaic Capital Corporation
400, 2424 – 4th Street SW
Calgary, AB T2S 2T4
T: (403) 270-4658
E: ttaylor@mosaiccapitalcorp.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking statements and forward-looking information, including statements and information which reflect current expectations regarding the future business outlook for Place-Crete and Mosaic. The words "believe", "expect", "intend", "estimate", "anticipate", "project", "scheduled", and similar expressions, as well as future or conditional verbs such as "will", "should", "would", and "could" often identify forward-looking statements and forward-looking information. The forward-looking statements and information contained herein are only predictions and reflect the current beliefs of management with respect to future events and are based on information currently available to management. Actual results and events may differ materially from those contemplated by these forward-looking statements and information due to these statements and information being subject to a number of risks and uncertainties. Undue reliance should not be placed on these forward-looking statements and forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature forward-looking statements and information involve numerous assumptions and known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, projections and other forward-looking statements and information will not occur. These risks and uncertainties include, but are not limited to, general business and economic conditions in geographic areas where Place-Crete has operations; pricing pressures and other competitive factors; third parties failing to honour their contractual obligations with Place-Crete; procurement and pricing issues with suppliers; unforeseen cost overruns on Place-Crete's projects; legislative or regulatory developments; the continued availability and cost of qualified labour; the continued strength of the industries within which customers of Place-Crete operate; and the continued ability to secure new business. Should any of the risks or uncertainties facing Place-Crete materialize, or should assumptions underlying the forward-looking statements or information prove incorrect, actual results, performance, activities or achievements of both Place-Crete and Mosaic could vary materially from those expressed or implied by the forward-looking statements or information contained in this document. Readers are cautioned not to place undue reliance on any forward-looking statements or information contained in this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.
Readers are cautioned that the foregoing list of risks is not exhaustive. Additional information on other factors that could affect the operations or financial results of Mosaic and its subsidiaries are included in reports on file with applicable securities regulatory authorities (including, in particular, Mosaic's most recent annual information form) and may be accessed through the SEDAR website (www.sedar.com) under the profile for Mosaic.
Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct. Any forward-looking statements or information herein contained are made as of the date of this press release and are expressly qualified in their entirety by this cautionary statement. Mosaic does not assume any obligation to update or revise them to reflect new information, events or circumstances.
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/mosaic08262014.pdf
Source: Mosaic Capital Corporation (TSX Venture:M) http://www.mosaiccapitalcorp.com/
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