CALGARY, Canada, July 28, 2010 /PRNewswire/ -- Pure Technologies
Ltd. ("Pure") (TSX-V:PUR) announced today that it has agreed with
the shareholders of The Pressure Pipe Inspection Company Ltd.
("PPIC") to purchase all of the issued and outstanding shares of
PPIC for up to CDN$34.9 million in
cash and common stock of Pure. The Boards of Directors of both
companies have approved the transaction, subject to certain
conditions and to the approval of the TSX Venture Exchange. The
transaction is expected to close on or before August 31, 2010.
PPIC, a privately-held company with headquarters in Mississauga, Ontario, is a leader in
large-diameter water and wastewater pipeline condition assessment.
PPIC is currently active in North
America (including Mexico),
South America, the Philippines and Hong Kong. For the fiscal year ended
September 30, 2009, PPIC had revenues
of CDN$14.6 million.
The base purchase price is CDN$30,000,000 with provision for a maximum
additional payment of CDN$4,900,000
based on PPIC's revenues exceeding CDN$20,000,000 for the fiscal year ended
September 30, 2010. It is anticipated
that the consideration will be paid in the form of approximately
29% in cash and 71% in Pure common stock, to be issued, subject to
TSX Venture Exchange approval, at CDN$4.44 per share which issue price was
negotiated as part of the transaction. Emerald Technology Ventures,
PPIC's largest shareholder, will have the right to nominate one
director to Pure's Board of Directors. Subject to TSX Venture
Exchange approval upon closing the transaction, Scott MacDonald, Partner with Emerald Technology
Ventures, will join Pure's Board of Directors.
Dr. Brian Mergelas will remain
the Chief Executive Officer of PPIC until the transaction close, to
which point he has agreed to accept the position of Senior
Vice-President, Corporate Strategy & Development, with
Pure.
Canaccord Genuity acted as financial advisor to Pure on this
transaction and Kirchner Private Capital Group acted as financial
advisor to PPIC. Bennett Jones LLP acted as legal counsel to Pure
and Heenan Blaikie LLP as legal advisor to PPIC and its
shareholders.
About Pure Technologies Ltd.
Pure Technologies Ltd. is an international asset management
technology and services company which has developed patented
technologies for inspection, monitoring and management of critical
infrastructure around the world. Pure's business model incorporates
four distinct but complementary business streams:
- Sales of proprietary monitoring technologies for pipelines, bridges
and structures (SoundPrint(R), SoundPrint(R) AFO);
- Recurring revenue from data analysis and site maintenance for these
technologies, and from technology licensing.
- Premium technical services including inspection, leak detection and
condition assessment (P-Wave(R), SmartBall(R), Long-Range Robotics).
- Specialized engineering services in areas related to asset
management, primarily in the area of pipeline condition assessment
for water and wastewater infrastructure (Openaka, Price Brothers UK
Ltd, and Jason Consultants).
About The Pressure Pipe Inspection Company
PPIC, a privately-held company with headquarters in Mississauga, Ontario, is a recognized provider
of large-diameter water and wastewater pipeline condition
assessment. PPIC was founded in 1997 to commercialize RFEC/TC, an
electromagnetic inspection technology for prestressed concrete
pipes developed by David Atherton,
Professor of Physics at Queen's University, Kingston, Ontario. In 2008, PPIC purchased the
worldwide rights (excluding the United
Kingdom and Ireland) to
Sahara(R), a leak detection system for large-diameter pipelines
developed by WRc plc.
Forward-Looking Statements
This release contains forward-looking statements.
Forward-looking statements, without limitation, may contain the
words believes, expects, anticipates, estimates, intends, plans, or
similar expressions. Forward-looking statements are not guarantees
of future performance. They involve risks, uncertainties and
assumptions and Pure's actual results could differ materially from
those anticipated. Forward looking statements are based on the
opinions and estimates of Management at the date the statements are
made, and are subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
In the context of any forward-looking information please refer to
risk factors detailed in, as well as other information contained
in, Pure's filings with Securities Regulators
(http://www.sedar.com).
"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."
(R) Registered Trademarks, property of Pure Technologies
Ltd.
For further information: To find out more about Pure
Technologies Ltd. (TSX-V: PUR), visit our website at
http://www.puretechnologiesltd.com; contact James E. Paulson, Chairman or Karen Keebler, Chief Financial Officer at
+1(403)266-6794; or e-mail to: info@puretechnologiesltd.com