Winnipeg, MB, March 13, 2016 – Ag Growth International Inc. (TSX: AFN) (“AGI” or the “Company”) is very pleased to announce that it has entered into a binding agreement to acquire NuVision Industries Inc. (“NuVision”), a premier designer and builder of complete turnkey fertilizer blending plants and material handling facilities. The acquisition of western Canadian based NuVision represents a significant additional step in AGI’s strategic entry into the fertilizer sector.
NuVision designs, manufactures, installs, and maintains fertilizer blending and handling facilities throughout Western Canada. It offers complete parts and services to the fertilizer industry and has the capacity to deliver, high quality, design build fabrication services to facilitate project completion, commissioning, and ongoing service. NuVision sales and adjusted EBITDA, normalized primarily for related party items, over the previous four years has averaged approximately $18 million and $3.4 million, respectively. For the year ended December 31, 2015, NuVision sales and normalized EBITDA were approximately $32 million and $6.6 million, respectively.
The purchase price is based on five times NuVision's average EBITDA for the financial years 2015, 2016, 2017 and 2018, with a maximum purchase price of $26 million. The maximum purchase price represents a multiple of 4.0x 2015 normalized EBITDA. Terms of the transaction include payment of $12 million upon closing with additional amounts payable annually based on achieved EBITDA in 2016, 2017 and 2018. All payments under the agreement are payable 50% in cash and 50% in AGI equipment and the cash amount payable upon closing will be funded from AGI’s cash balance.
“The acquisition of NuVision is another step in our developing platform for fertilizer storage and handling equipment in Western Canada and beyond”, said Tim Close, President and CEO of AGI. “NuVision is a leading provider of commercial fertilizer distribution systems and allows AGI to now offer market leading, turnkey fertilizer systems for our customers. Our developing fertilizer platform is unique to AGI and positions us to offer the products and services our customers are asking for in the fertilizer sector. The growth of our fertilizer business continues our strategy of diversification and risk mitigation by adding complementary seasonality and demand drivers within our core markets and with our core customers.”
“We are very pleased to welcome the entire NuVision team to AGI and we want to congratulate Lionel Kambeitz and Joe Wollner-Kallis for the company and team they have built. Joe will continue to lead NuVision and Lionel will continue as an advisor for Joe and for AGI in the fertilizer space.”
Completion of the transaction requires regulatory approval and the approval of the shareholders of HTC Purenergy Inc., a publicly traded entity on the TSX Venture Exchange and the majority shareholder of the parent company to NuVision. The transaction is expected to close on April 1, 2016.
AGI is a leading provider of equipment solutions for agriculture bulk commodities including seed, fertilizer, grain, and feed systems with a growing platform in providing equipment and solutions for food processing facilities. AGI has manufacturing facilities in Canada, the United States, the United Kingdom, Brazil, South Africa, France and Italy, and distributes its product globally.
This news release contains forward-looking information within the meaning of applicable securities laws that reflects our expectations regarding the future growth, results of operations, performance, business prospects, and opportunities of the Company. Forward-looking information may contain such words as “anticipate”, “believe”, “continue”, “could”, “expect”, “intend”, “plan”, “will” or similar expressions suggesting future conditions or events. In particular, this press release includes forward-looking statements relating to the proposed timing of completion of the Offering and the anticipated use of the net proceeds of the Offering. Such forward-looking information is based on current expectations that involve a number of risks and uncertainties which could cause actual results to differ from those anticipated. These risks include, but are not limited to, the failure or delay in satisfying any of the conditions to the completion of the Offering. Additional information on these and other factors that could affect AGI's operations, financial results or dividend payments are described under “Risks and Uncertainties” and "Forward-Looking Information" in our most recently filed Management's Discussion and Analysis and Annual Information Form. These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking information. We cannot assure readers that actual results will be consistent with this forward-looking information and we undertake no obligation to update such information except as expressly required by law.