CALGARY, ALBERTA–(Marketwired – May 15, 2017) – SECURE Energy Services Inc. (“SECURE”) (TSX:SES) and Ceiba Energy Services Inc. (“Ceiba”) (TSX VENTURE:CEB) are pleased to announce that they have entered into an arrangement agreement dated May 14, 2017 (the “Arrangement Agreement”) pursuant to which SECURE has agreed to acquire all of the issued and outstanding common shares of Ceiba (the “Ceiba Shares”), a service provider of stand-alone water disposal and oil treating facilities in the Canadian energy sector (the “Transaction”).
Under the terms of the Arrangement Agreement, SECURE will pay approximately $26 million for all of the issued and outstanding Ceiba Shares. Ceiba shareholders will receive $0.205 for each share, to be paid in cash or by the issuance of 0.02115 of a SECURE common share, at their election, provided that a maximum of approximately 1.3 million SECURE common shares will be issued (representing approximately 50% of the consideration to be paid to Ceiba shareholders). The exchange ratio reflects a SECURE share price of $9.6912, being SECURE’s trailing 3-trading day volume weighted average trading price on the Toronto Stock Exchange. The $0.205 per share consideration represents a 64% premium over the closing price of Ceiba Shares on the TSX Venture Exchange on May 12, 2017. The aggregate Transaction value is approximately $37 million, which includes the assumption of approximately $11 million in Ceiba debt.
As part of the Transaction, SECURE will acquire approximately $1 million of net working capital excluding debt and approximately $30 million of fixed assets consisting of tanks, pumps, pipelines, treaters, disposal wells and various other equipment.
“Adding Ceiba’s stand-alone water disposal and oil treating facilities to SECURE’s expansive network of facilities provides our customers with more options for their water, waste and oil handling needs,” said Rene Amirault, SECURE’s Chairman and Chief Executive Officer. “This Transaction will add 10 new locations to our existing footprint of 39 facilities in the Western Canadian Sedimentary Basin. There are numerous opportunities at the Ceiba facilities to optimize and expand existing services and throughput, thereby enhancing customer value.”
Ronald Sifton, Interim CEO of Ceiba, stated, “We are very pleased with this outcome of our strategic process review. The Transaction provides our shareholders the opportunity to participate in the future potential of a well capitalized leading North American energy services company which has a track record of successful project execution and corporate growth. The combined entity is much better positioned to deploy capital and realize significant operating synergies to maximize the value of Ceiba’s operating assets.”
TRANSACTION RATIONALE
- Expands SECURE’s PRD network: The Transaction adds 10 facilities that fit within, and add capacity to, SECURE’s PRD network which provides multiple services for processing, recovery, treatment, and disposal of oil and gas by-products. The additional facilities will provide customers with more options to reduce their overall transportation for custom treating of crude oil, crude oil marketing, produced and waste water disposal and oilfield waste processing;
- Accelerates growth and expansion opportunities: SECURE obtains immediate access to areas of interest, including the opportunity to add incremental capital to enhance throughput and service capabilities;
- Significant operational and administration synergies: SECURE will absorb and optimize the Ceiba facilities into its existing PRD network, sharing resources related to senior management, sales and general and administration;
- Utilization of Non-Capital Losses: SECURE anticipates being able to utilize Ceiba’s existing non-capital loss tax pools in existing PRD operations. Ceiba has approximately $49 million in total tax pools including approximately $27 million in non-capital losses; and
- After the consideration of operational and administrative synergies, and including an initial capital injection of $5.0 to $6.0 million, SECURE expects the contribution to consolidated adjusted EBITDA from the Ceiba acquisition to be approximately $7.0 to $8.0 million on an annualized basis.
DETAILS OF THE TRANSACTION
The SECURE Board has unanimously approved the Transaction. The board of directors of Ceiba (the “Ceiba Board”) has unanimously approved the Transaction and recommends that holders of Ceiba Shares vote in favour of the special resolution approving the Transaction. Peters & Co. Limited is acting as financial advisor to Ceiba in respect of the Transaction and has provided the Ceiba Board with its verbal opinion that, subject to the assumptions, qualifications and limitations contained therein, the consideration to be received by holders of Ceiba Shares pursuant to the terms of the Arrangement Agreement is fair, from a financial point of view, to the holders of Ceiba Shares.
Securityholders holding approximately 40% of the combined outstanding shares and warrants of Ceiba have signed lock up agreements in support of the Arrangement.
Under the terms of the Arrangement Agreement, the Transaction will be effected by way of a plan of arrangement of Ceiba under the Business Corporations Act (Alberta). The SECURE shares to be issued on the exchange of Ceiba Shares pursuant to the Arrangement Agreement will be available to Ceiba shareholders on a tax deferred basis for Canadian tax purposes. The Transaction will require approval by at least 66 2/3 percent of holders of the Ceiba Shares and Ceiba warrants, voting together as a single class, at a special meeting to be called to consider the Transaction. The Transaction is expected to be completed in the third quarter of 2017 and is subject to TSX, TSX Venture Exchange and Alberta Court of Queen’s Bench approval, regulatory approvals and the satisfaction of other customary closing conditions. The Transaction is an arm’s length transaction for the purposes of the policies of the TSX Venture Exchange.
The Arrangement Agreement contains customary terms and conditions for a transaction of this nature, including a prohibition upon Ceiba from soliciting or initiating any discussion concerning any other business combination or similar transaction, subject to compliance with fiduciary duties, the right of SECURE to match any unsolicited superior proposal received by Ceiba, and a termination fee of $1.0 million payable to SECURE in certain circumstances.
ABOUT SECURE ENERGY SERVICES INC.
SECURE is a TSX publicly traded energy services company that provides safe, innovative, efficient and environmentally responsible fluids and solids solutions to the oil and gas industry. The Corporation owns and operates midstream infrastructure and provides environmental services and innovative products to upstream oil and natural gas companies operating in western Canada and certain regions in the United States (“U.S.”).
The Corporation operates three divisions:
Processing, Recovery and Disposal Division (“PRD”): The PRD division owns and operates midstream infrastructure that provides processing, storing, shipping and marketing of crude oil, oilfield waste disposal and recycling. More specifically these services are clean oil terminalling and rail transloading, custom treating of crude oil, crude oil marketing, produced and waste water disposal, oilfield waste processing, landfill disposal, and oil purchase/resale service. SECURE currently operates a network of facilities throughout Western Canada and in North Dakota, providing these services at its full service terminals (“FST”), landfills, stand-alone water disposal facilities (“SWD”) and full service rail facilities (“FSR”).
Drilling and Production Services Division (“DPS”): The DPS division provides equipment and product solutions for drilling, completion and production operations for oil and gas producers in Western Canada. The drilling service line comprises the majority of the revenue for the division which includes the design and implementation of drilling fluid systems for producers drilling for oil, bitumen and natural gas. The drilling service line focuses on providing products and systems that are designed for more complex wells, such as medium to deep wells, horizontal wells and horizontal wells drilled into the oil sands. The production services line focuses on providing equipment and chemical solutions that optimize production, provide flow assurance and maintain the integrity of production assets.
Onsite Services Division (“OS”): The operations of the OS division include Projects which include pipeline integrity (inspection, excavation, repair, replacement and rehabilitation), demolition and decommissioning, and reclamation and remediation of former wellsites, facilities, commercial and industrial properties, and environmental construction projects (landfills, containment ponds, subsurface containment walls, etc.); Environmental services which provide pre-drilling assessment planning, drilling waste management, remediation and reclamation assessment services, Naturally Occurring Radioactive Material (“NORM”) management, waste container services, and emergency response services; and Integrated Fluid Solutions (“IFS”) which include water management, recycling, pumping and storage solutions.
ABOUT CEIBA ENERGY SERVICES INC.
Ceiba provides specialized services to the energy sector, specifically to companies involved in the exploration, extraction and production of oil and natural gas in Western Canada. Ceiba develops and constructs facilities in proximity to its customers to provide treatment of crude oil emulsion, terminalling, storage and marketing of oil and disposal of production water.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this new release constitute “forward-looking statements” and/or “forward-looking information” within the meaning of applicable securities laws (collectively referred to as forward-looking statements). When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect”, and similar expressions, as they relate to SECURE, or its management, are intended to identify forward-looking statements. Such statements reflect the current views of SECURE with respect to future events and operating performance and speak only as of the date of this document. In particular, this document contains or implies forward-looking statements pertaining to: anticipated benefits of the Transaction, expected synergies with SECURE’s business, services expansion and optimization, EBITDA contribution from the Transaction and anticipated Transaction timing.
Forward-looking statements concerning expected operating and economic conditions are based upon prior year results as well as the assumption that levels of market activity and growth will be consistent with industry activity in Canada and the U.S. and similar phases of previous economic cycles. Forward-looking statements concerning the relative future competitive position of the Corporation are based upon the assumption that economic and operating conditions, including commodity prices, crude oil and natural gas storage levels, interest and foreign exchange rates, the regulatory framework regarding oil and natural gas royalties, environmental regulatory matters, the ability of the Corporation and its subsidiaries to successfully market their services and drilling and production activity in North America will lead to sufficient demand for the Corporation’s services and its subsidiaries’ services including demand for oilfield services for drilling and completion of oil and natural gas wells, that the current business environment will remain substantially unchanged, and that present and anticipated programs and expansion plans of other organizations operating in the energy industry may change the demand for the Corporation’s services and its subsidiaries’ services. Forward-looking statements concerning the nature and timing of growth are based on past factors affecting the growth of the Corporation, past sources of growth and expectations relating to future economic and operating conditions.
Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to and under the heading “Business Risks” in SECURE’s latest Management’s Discussion and Analysis and under the heading “Risk Factors” in the Corporation’s Annual Information Form (for the year ended December 31, 2016 and also includes the risks associated with the possible failure to realize the anticipated synergies in integrating the assets acquired in the Acquisition with the operations of SECURE. Although forward-looking statements contained in this document are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this document are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
NON-GAAP MEASURES, OPERATIONAL DEFINITIONS AND ADDITIONAL SUBTOTALS
The Corporation uses accounting principles that are generally accepted in Canada (the issuer’s “GAAP”), which includes International Financial Reporting Standards (“IFRS”). Certain supplementary measures in this document do not have any standardized meaning as prescribed by IFRS, including the non-GAAP measure adjusted EBITDA. These non-GAAP measures, operational definitions and additional subtotals used by the Corporation may not be comparable to similar measures presented by other reporting issuers. These non-GAAP financial measures, operational definitions and additional subtotals are included because management uses the information to analyze operating performance, leverage and liquidity. Therefore, these non-GAAP financial measures, operational definitions and additional subtotals should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. See the management’s discussion and analysis available at www.sedar.com for a reconciliation of the Non-GAAP financial measures, operational definitions and additional subtotals.
Rene Amirault
Chairman, President and Chief Executive Officer
(403) 984-6100
(403) 984-6101 (FAX)
SECURE Energy Services Inc.
Allen Gransch
Executive Vice President and Chief Financial Officer
(403) 984-6100
(403) 984-6101 (FAX)
www.secure-energy.com
Ceiba Energy Services Inc.
Ronald Sifton
Interim Chief Executive Officer
403-850-9080
www.ceibaenergy.com