WesternOne Inc.'s Modular Building Division Completes
Acquisition of Business Interest in Australia
VANCOUVER, BC (January 18, 2013) WesternOne Inc. ("WesternOne") (TSX: WEQ, WEQ.DB.B, WEQ.DB.C) today announced that its modular building division, Britco LP ("Britco"), has completed the purchase of the Australian Portable Buildings group of companies ("APB") along with Black Diamond Group Ltd. ("Black Diamond") (TSX: BDI). The aggregate purchase price was A$72.5 million (the "Acquisition"), with Britco paying A$31.4 million for 80% of APB's manufacturing business and 10% of APB's leasing business. Black Diamond purchased the remaining interests in the manufacturing and leasing businesses. The purchase is subject to customary post-closing adjustments including net asset adjustments. Britco funded the purchase from existing working capital and a banking facility.
APB manufactures and leases modular buildings throughout Australia including in Sydney (New South Wales), Brisbane (Queensland) and Perth (Western Australia). It serves the mining, resource, commercial, industrial and government industry sectors and designs and builds a wide variety of temporary and permanent buildings including workforce accommodations, office complexes, classrooms, health care facilities, switch rooms and a variety of construction site offices.
Britco's management expects the Acquisition to be accretive to WesternOne's shareholders based on its projections of annual EBITDA of A$5.3 million for its interest in APB's business for the 2013 fiscal year.
Britco intends to operate in Australia under the name "APB Britco" to reflect a combination of two well- established modular building manufacturing companies.
"We are delighted to complete this acquisition - it establishes WesternOne's and Britco's presence in a strategic market beyond North America," stated Darren Latoski, CEO of WesternOne. "Australia is one of the world's largest markets for modular buildings due to the significant investments in energy and infrastructure. Britco APB is well-positioned for future growth in Australia by offering not only design- build capabilities but also turn-key construction project management services in the modular building market."
Subsequent to the Acquisition, APB's manufacturing business will be held by an Australia-based corporation that is an indirect subsidiary of Britco.
References in this press release to "EBITDA" are to earnings before interest, income taxes, depreciation, amortization, gain/loss on financial derivatives relating to changes in the fair market value of the fixed interest rate swap, business acquisition and income trust conversion costs, convertible debenture issuance costs, gain/loss on convertible debentures relating to changes in their fair market values, gain/loss on trust unit issuances relating to the conversion of convertible debentures, gain/loss on exchangeable units relating to changes in their fair values, share based compensation, dividends to shareholders, foreign exchange gains/losses, write-down of fleet assets, intangible assets and goodwill, and franchise termination fees. EBITDA is a measure used by many investors to compare issuers on the basis of ability to generate cash flow from operations. EBITDA is not an earnings measure recognized by International Financial Reporting Standards ("IFRS"), does not have standardized meanings prescribed by IFRS and is
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therefore unlikely to be comparable to similar measures presented by other issuers. WesternOne's management believes that EBITDA is an important supplemental measure in evaluating WesternOne's performance and in determining whether to invest in its common shares.
Readers of this information are cautioned that EBITDA should not be construed as an alternative to: (i) net income or loss determined in accordance with IFRS as an indicator of WesternOne's performance; or (ii) cash flows from operating, investing and financing activities as measures of WesternOne's liquidity and cash flows. WesternOne's method of calculating EBITDA may differ from the methods used by other issuers and, accordingly, WesternOne's EBITDA may not be comparable to similar measures presented by other issuers.
Certain statements in this press release may constitute "forward-looking" information that involves known and unknown risks, uncertainties and other factors, and it may cause actual results, performance or achievements or industry results, to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking information. Forward- looking information is identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Such information includes, without limitation, statements with respect to capital investments in the energy and infrastructure sectors in Australia, projected EBITDA for Britco's interest in APB's business, Britco's growth potential in Australia, APB's ability to serve the modular buildings market in Australia, the intention to use the business name "APB Britco" in Australia and post-closing adjustments including net asset adjustments. Actual events or results may differ materially.
Forward-looking information contained in this press release is based on certain key expectations and assumptions made by WesternOne, including, without limitation, expectations and assumptions respecting: the outlook of the global economy and WesternOne's business in Western Canada, the United States and Australia, the supply and demand for WesternOne's products and services and management's assessment of future plans and operations. Although the forward-looking information contained in this press release is based upon what the WesternOne's management believes to be reasonable assumptions, WesternOne cannot assure investors that actual results will be consistent with such information. Forward- looking information reflects current expectations of management regarding future events and operating performance as of the date of this press release. Such information involves significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking information, and a description of these factors can be found under "Risk Factors" in WesternOne Equity Income Fund's Annual Information Form dated March 29, 2012 and Management's Discussion and Analysis dated November 14, 2012, which are available on SEDAR (www.sedar.com).
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. Forward-looking information reflects management's current beliefs and is based on information currently available to WesternOne. The forward-looking information is made as of the date of this press release and WesternOne assumes no obligation to update or revise such information to reflect new events or circumstances, except as may be required by applicable law.
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WesternOne seeks to acquire and grow companies in the construction and infrastructure services sectors in order to generate stable and growing dividends for its shareholders and to achieve capital appreciation.
Additional information about WesternOne is available at www.weq.ca or www.sedar.com.
Britco is the one of the largest providers of temporary and permanent residential and commercial modular buildings in North America and has one of the largest lease fleets of office complexes, construction site offices and storage containers in Western Canada. Through its investment in the Australian Portable Buildings group of companies, Britco now has approximately 1,000 employees and is one of the largest modular construction companies in the industry with ten manufacturing facilities located in Canada, the United States and Australia. Britco is a leading design-builder of a wide range of innovative modular buildings for companies in the construction, energy and resource sectors in Western Canada, the United States and Australia. One of the largest and fastest growing construction companies in Western Canada, Britco is headquartered in Langley, British Columbia.
Additional information about Britco is available at www.britco.com.
For more information please contact:
Carlos Yam, Chief Financial Officer
Suite 910, 925 West Georgia Street
Vancouver, BC V6C 3L2
Phone: (604) 678-4042
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