(TSX :FES )
CALGARY, Oct. 3, 2011 /PRNewswire/ - Flint Energy Services Ltd. ("Flint" or the "Company") announced that it completed the previously announced agreement to acquire (the "Acquisition") all of the issued shares of Carson Energy Services Ltd. ("Carson"), a privately held energy services company based in Saskatchewan.
The transaction was subject to regulatory approvals which were obtained at the end of September, 2011 and closed effective October 1, 2011. The purchase price is comprised of $112 million in cash and 2,121,212 Flint common shares, plus up to an additional $30 million earn-out spread over the next three years, subject to closing adjustments. Payment of the earn-out portion of the purchase price is dependent on the Carson operations meeting the EBITDA target of $40 million per year.
Carson, established in 1974 and based in Lampman, Saskatchewan, is one of Saskatchewan's largest private companies engaged in energy services, with over 900 employees and operations in 17 locations covering major energy plays in Saskatchewan, Manitoba and eastern Alberta. Carson offers pipeline construction, fabrication, civil and facility construction, oilfield maintenance, pipeline integrity, horizontal directional drilling, trucking and tubular management, environmental and safety sales and services. Carson's well respected safety performance, outstanding employees, strategic services and operations, and strong customer service provides Flint with a firm platform to expand its energy services reach in Saskatchewan and Manitoba.
Ron Carson, President of Carson Energy Services Ltd., will continue as President of Carson's operations within Flint. Carson will continue to operate under the Carson Energy Services brand while Flint and Carson adopt the best practices of each organization, ensuring uninterrupted and seamless services to their customers. The Carson operating results will be consolidated in the Company's Production Services segment, and will be reported in the fourth quarter and year end statements.
Flint Energy Services Ltd. is a market leader providing an expanding range of integrated products and services for the oil and gas industry including: production services; field construction; oilfield transportation; process equipment design and manufacturing; and tubular management services. With more than 9,500 employees, Flint provides this unique breadth of products and services through over 82 strategic locations in the oil and gas producing areas of western North America, from Inuvik in the Northwest Territories to Mission, Texas on the Mexican border. Flint is a preferred provider of infrastructure construction management, module fabrication, maintenance services for upgrading, and production facilities in Alberta's oil sands sector. www.flintenergy.com
NON-GAAP FINANCIAL MEASURES
In this news release, reference is made to EBITDA of Carson, which is a non-GAAP measure. The EBITDA of Carson is defined to mean earnings before interest, taxation, depreciation and amortization, stock based compensation, joint venture results and impairment, and has been calculated in a manner that is consistent with the manner in which Flint calculates EBITDA. Flint regularly provides information concerning Flint's EBITDA for various periods, because EBITDA is commonly referred to by lenders and other interested parties in evaluating Flint's financial position. Accordingly, the anticipated EBIDTA of Carson is a financial measure that has been included in this new release together with the anticipated revenues of Carson to enable investors to assess, at a high-level, the financial effect of the Acquisition. Investors are cautioned, however, that EBIDTA should not be construed as an alternative to net earning determined in accordance with GAAP as an indicator of financial performance. Moreover, the method of calculating EBIDTA may differ from other organizations and, accordingly, the calculations of EBITDA contained in this new release may not be comparable to other organizations.
FORWARD LOOKING STATEMENTS
Certain statements in this news release are "forward-looking statements". All statements other than statements of historical fact contained in this news release may be forward-looking statements. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting" "intend", "could", "might", "should", "believe" and similar expressions. In particular, this news release contains forward-looking statements pertaining to the payment of the purchase price and adjustments thereto, the payment of the earn-out portion of the purchase price, the expected outcome of the Acquisition including, without limitation, the impact of the Acquisition on annual revenues and EBITDA. These forward-looking statements are based upon Flint's current expectations of the management of Flint regarding future events and future performance of Flint and Carson, financial performance of Carson and synergies associated with the Acquisition. Flint believes that the expectations reflected in such forward-looking statements, and the assumptions on which such forward-looking statements are based, are reasonable; however, no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. These factors include, but are not limited to, the inability to integrate the business, assets and employees of Carson into Flint, fluctuations in oil and gas prices, fluctuations in the level of oil and gas industry capital expenditures and expenditures on production and remedial work and other factors that affect demand for the Company's services, industry competition, uncertainties as to the Company's ability to implement its business strategy effectively in Canada and the United States, political and economic conditions, the Company's ability to attract and retain key personnel, and other risks and uncertainties described under the heading "Risk Factors" and elsewhere in the Company's Annual Information Form for the year ended December 31, 2010 and other documents filed with Canadian provincial securities authorities and are available to the public at www.sedar.com. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements are made as of the date of this news release and Flint assumes no obligation to update or revise them to reflect new events or circumstances, except as expressly required by applicable securities law. Further information regarding risks and uncertainties relating to Flint and its securities can be found in the disclosure documents filed by Flint with the securities regulatory authorities, available at www.sedar.com.
SOURCE Flint Energy Services Ltd.