Foraco International SA enters into a binding agreement to acquire JND an innovative drilling contractor in Australia

Foraco International SA enters into a binding agreement to acquire JND an innovative drilling contractor in Australia

Canada NewsWire

TORONTO and MARSEILLE, France, Sept. 24, 2012 /CNW/ – Foraco International SA (the “Company” or
“Foraco”), a leading global provider of mineral drilling services,
today announced it has entered into a binding agreement to acquire John
Nitschke Drilling
, (“JND”).

JND is a leading drilling services provider and has provided diamond,
reverse circulation and water related drilling services for some of the
largest resource and energy companies in Australia since 1980.
Headquartered in Hanndorf, north of Adelaide, South Australia and
privately owned, JND has activities in all of the main mining states in
Australia: Western Australia, Queensland, New South Wales and South
Australia
, and specializes in iron ore, coal seam gas (CSG) and coal
drilling as well as water well drilling. JND’s fleet consists of 15
rigs: 4 diamond/rotary rigs, 4 reverse circulation rigs and 8
multipurpose rigs, as well as ancillary equipment, all supported by
skilled managers and workers. During the twelve months ending June 30
2012 over 50% of JND’s business was derived from iron ore, 25% from CSG
and 25% from Coal, with 100% of its total revenue being sourced from
global majors. JND generated approximately US$ 49 million revenue in
that period with an EBITDA margin of approximately 26.7%.

The proposed transaction will be the acquisition by Foraco of 100% of
the shares of JND, in consideration of:

  • Cash consideration of A$ 30 million or approximately US$ 31.5 million
    upon closing.
  • 6,000,000 warrants giving the right to acquire, for no additional
    consideration, 6,000,000 Foraco shares, with the possibility to issue
    up to an additional 1,000,000 warrants depending on certain market
    conditions. The warrants will be automatically convertible on the
    happening of certain events on or after 9 months from the closing date.
  • A sum, calculated based on a 2012 calendar EBITDA earn out formula, of
    up to A$ 6 million to be paid in cash at 2012 account closing.

The closing of the transaction is scheduled to take place in November
2012
and is subject to the completion of certain conditions precedent,
including approval of the Toronto Stock Exchange and the shareholder
approval of Foraco at a meeting of its shareholders scheduled to be
held in November 2012.

JND’s current CEO, Jonathan Nitschke will join Foraco Australia and will
take the position of general manager reporting to Peter Jacobs, Senior
VP APAC.

“This is a another step forward for Foraco to continue implementing our
strategy to build a world leading drilling services company focused on
major customers and innovative drilling” said Daniel Simoncini,
Chairman and Chief Executive Officer of Foraco. “This acquisition will
allow us to deploy our business model in full in Australia, which is
and is expected to remain, a major market. This acquisition brings to
Foraco an excellent team, superb references and additional activities
in coal and coal seam gas, and reinforces our position in the Pilbara
iron ore province”.

Jean-Pierre Charmensat, co-CEO and Chief Financial Officer added, “JND
has developed a very progressive and innovative culture which is very
close to ours, making the integration process easier, and we are
enthusiastic about the combination of JND’s impressive track record,
good reputation, energetic management and technical expertise with
Foraco’s local and global strengths. We believe this operation to be
immediately accretive for the benefit of Foraco’s shareholders, as on a
June 30, 2012 TTM the contribution of JND to the unaudited proforma EPS
amounts to US$ 0.7614, assuming the issuance of 6,000,000 Foraco
shares. For the same period, Foraco International was US$ 0.4176 on a
diluted basis, the EPS combining Foraco International and JND becomes
US$ 0.4406, an additional 5.5%.

“Foraco’s excellent growing reputation, its proven ability to
successfully integrate small to medium sized businesses, its remarkably
strong financial performances over the long run, and impressive
diversified asset base have convinced JND’s shareholders that joining
the Foraco group was the best solution to maximize their value and to
continue to serve our valued customers” commented Jonathan Nitschke,
CEO of JND.

Subsequent to this acquisition, FORACO will have a total of 305 rigs.

About Foraco International SA

Foraco International SA (TSX: FAR) is a leading global mineral drilling
services company that provides a comprehensive and reliable service
offering in mining and water projects. Supported by its founding values
of integrity, innovation and involvement, Foraco has grown into the
third largest global drilling enterprise with a presence in 23
countries across five continents. For more information about Foraco,
visit www.foraco.com.

Caution concerning forward-looking statements

This press release may contain “forward-looking statements” and
“forward-looking information” within the meaning of applicable
securities laws. 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, 2010, 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 us or persons acting on our behalf are expressly
qualified in their entirety by the foregoing cautionary statements.

SOURCE Foraco International SA

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