Loyalist to Acquire Study English in Canada
30 Janeiro 2014 - 11:30AM
Marketwired
Loyalist to Acquire Study English in Canada
TORONTO, ONTARIO--(Marketwired - Jan 30, 2014) - Loyalist Group
Limited ("Loyalist") (TSX-VENTURE:LOY) is pleased to announce that
it has entered into a definitive agreement for the acquisition of
Study English in Canada ("SEC"), a licensed
English-as-a-second-language (ESL) school operator with campuses in
Toronto and Vancouver. The proposed acquisition would also include
Upper Career College of Business & Technology ("UCCTB")
campuses in Toronto and Vancouver.
SEC had consolidated revenues of $9.5 million and net income of
$1.16 million in the most recent 12-month period. Loyalist will pay
$5.5 million for SEC, of which approximately $3.46 million will be
paid in cash or cash equivalents and, subject to certain closing
adjustments, $2.04 million will be paid through the issuance of
Loyalist common shares, with $600,000 worth of such shares being
held in escrow for a period of 10 months following closing as
security for certain defined post-closing adjustments. The parties
expect to complete the transaction on or around February 5,
2014.
"This acquisition adds a well-respected and highly profitable
operation to the Loyalist family," said CEO Andrew Ryu. "It also
increases our presence in the Toronto market and, more importantly,
bolsters our presence in Europe, from which SEC attracts many of
its students. I look forward to working with the SEC team as
colleagues and fellow shareholders as we continue to build
Loyalist."
Completion of the transaction is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval of the TSX Venture Exchange.
About SEC
Study English in Canada is a prestigious English Preparation
School. SEC offers highly tailored, results-driven programs at both
its Toronto and Vancouver campuses. Its curriculum structure allows
students to design personal, specialized schedules in order to
reach their goals.
About Loyalist
Loyalist Group Limited owns and operates private English as a
Second Language (ESL) Schools, Career Colleges and Community
Colleges in Toronto, Vancouver, Victoria and Halifax.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements
This news release includes certain forward-looking statements
within the meaning of Canadian securities laws. Such
forward-looking information and statements are not representative
of historical facts or information or current condition, but
instead represent only the Corporation's beliefs regarding future
events, plans or objectives, many of which, by their nature, are
inherently uncertain and outside of the Corporation's control.
Generally, such forward-looking information or statements can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or may contain statements that certain actions, events
or results "may", "could", "would", "might" or "will be taken,
"will continue", "will occur" or "will be achieved". The
forward-looking information contained herein includes, but is not
limited to, information with respect to the completion of the
proposed acquisition of SEC and UCCTB, the ability of the
Corporation to incorporate the acquired businesses into its
operations, prospective financial performance, anticipated capital
funding and sources, estimated operating and sales costs, estimated
market drivers and demand, business prospects and strategy, new
markets for growth and financial position. By identifying such
information and statements in this manner, the Corporation is
alerting the reader that such information and statements are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of the Corporation to be materially different from
those expressed or implied by such information and statements. Any
number of important factors could cause actual results to differ
materially from these forward-looking statements as well as future
results, including but not limited to: risks related to any of the
Corporation's announced or proposed acquisitions failing to close
or becoming delayed before closing; the Corporation's reliance on
its South Korean contract; carrying on business and activities in
international jurisdiction where Canadian laws do not apply; any
loss of certain key personnel; levels of student enrolment; delays
in rolling out the online education programs; competition in the
educational services market; and currency fluctuations. Although
the Corporation has attempted to identify important factors that
could cause actual results to differ materially from those
contained in the forward-looking information and statements, there
may be other factors that cause results not to be as anticipated,
estimated or intended. Although the Corporation believes that the
assumptions and factors used in preparing, and the expectations
contained in, the forward-looking information and statements are
reasonable, undue reliance should not be placed on such information
and statements, and no assurance or guarantee can be given that
such forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements. Accordingly, readers should not place undue reliance on
any forward-looking information or statements contained in this
press release. The forward-looking information contained in this
press release is made as of the date hereof, and the Corporation
does not undertake to update any forward-looking information that
is contained or referenced herein, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws. All subsequent written and oral forward
looking information and statements attributable to the Corporation
or persons acting on its behalf is expressly qualified in its
entirety by this notice.
Loyalist Group LimitedDavid McAdamVP Corporate Development(604)
961-3513dmcadam@loyalistgroup.comLoyalist Group LimitedAndrew
RyuCEO(416) 969-9800 x222aryu@loyalistgroup.com
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