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Attention Business Editors
Foraco International SA to acquire 100% of Adviser Drilling SA a leading drilling contractor in Latin America
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES NOR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO and MARSEILLE, France, March 9 /CNW/ - Foraco International SA
(the "Company" or "Foraco"), a leading global provider of diversified drilling
services, today announced it has entered into a binding agreement with all of
the shareholders of Adviser Drilling SA ("Adviser") from Chile, to acquire
100% of the outstanding shares of Adviser SA.
Adviser provides diamond and reverse circulation drilling services for
major and junior mining companies in Chile, Argentina and Mexico since 2005.
Headquartered in Santiago Chile, Adviser has subsidiaries in Argentina, Mexico
and Peru. Adviser's fleet consists of 50 modern diamond and reverse
circulation drill rigs as well as ancillary equipment, supported by skilled
managers and workers. Adviser generated approximately 59 million USD revenue
in 2009.
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The terms of the proposed transaction include:
- cash consideration of 5.35 million USD upon closing,
- 14,935,750 shares of Foraco (representing 20% of Foraco's post closing
share capital),
- Up to 4,756,539 warrants to acquire shares of Foraco, exercisable after
two years following closing at no additional consideration, or, at the
option of the vendors, a cash consideration of 1.97 USD per warrant,
- A price adjustment of 5.35 million USD depending on Adviser's 2010
financial performance, to be paid in 2011.
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Closing of the transaction is scheduled to occur in May 2010 and is
subject to completion of certain conditions precedent, including approval of
the TSX and the approval of the shareholders of Foraco at a meeting of its
shareholders scheduled to be held on May 11, 2010.
Adviser's present managers will continue managing and developing Adviser.
"This is a major step forward for Foraco to continue building a world
class drilling services company" said Daniel Simoncini, Chairman and Chief
Executive Officer of Foraco. "This acquisition will allow us to improve
significantly our global range of services offered to our Customers and will
develop significant business synergies in the near future."
Jean-Pierre Charmensat, co-CEO and Chief Financial Officer added, "We are
excited about the combination of Adviser's impressive track record, good
reputation, energetic management and modern fleet when supported by Foraco's
technical expertise and global strength will allow our Company to capitalize
on Latin America opportunities, the world's first market for exploration
spending, to accelerate the growth of a profitable business."
"Foraco's excellent reputation, strong financial performances and
impressive diversified assets base have convinced Adviser shareholders to join
the Foraco group as the best solution to maximize shareholder value in the
future," commented Jorge Hurtado, Chairman of the Board of Adviser.
We are excited about this unique opportunity to further expand Adviser
beyond our current scope of services, we are looking forward to exploiting new
market opportunities and bringing our business up to a new level in Central
and South America," commented Adviser's Managing Director, Mr. Pablo Hamilton.
About Foraco International SA
Foraco International SA (TSX: FAR) is a global leading drilling services
company that provides turnkey solutions for mining, energy, water and
infrastructure projects. Supported by its founding values of integrity,
innovation and involvement, Foraco has grown into a global enterprise with
operations in 19 countries across five continents. For more information about
Foraco, visit www.foraco.com.
To receive Company press releases, please email jeanny@chfir.com and
mention "Foraco News" on the subject line.
"Neither TSX Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Exchange) accepts responsibility for the
adequacy or accuracy of this release."
Caution concerning forward-looking statements
This document contains "forward-looking statements" and "forward-looking
information" within the meaning of applicable securities laws, including the
Company's expectations regarding Adviser's revenues. These statements and
information include estimates, forecasts, information and statements as to
Management's expectations with respect to, among other things, the future
financial or operating performance of the Company and capital and operating
expenditures. Often, but not always, forward-looking statements and
information can be identified by the use of words such as "may", "will",
"should", "plans", "expects", "intends", "anticipates", "believes", "budget",
and "scheduled" or the negative thereof or variations thereon or similar
terminology. Forward-looking statements and information are necessarily based
upon a number of estimates and assumptions that, while considered reasonable
by Management, are inherently subject to significant business, economic and
competitive uncertainties and contingencies. Readers are cautioned that any
such forward-looking statements and information are not guarantees and there
can be no assurance that such statements and information will prove to be
accurate and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company's expectations are
disclosed under the heading "Risk Factors" in the Company's Annual Information
Form dated March 31, 2009, which is filed with Canadian regulators on SEDAR
(www.sedar.com). The Company expressly disclaims any intention or obligation
to update or revise any forward-looking statements and information whether as
a result of new information, future events or otherwise. All written and oral
forward-looking statements and information attributable to Foraco or persons
acting on our behalf are expressly qualified in their entirety by the
foregoing cautionary statements.
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/For further information: please contact CHF Investor Relations at:
Jeanny So, Director of Operations, Email: jeanny@chfir.com, Tel: (416)
868-1079 x 225/
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