Empire Industries Ltd. and Tornado Technologies Inc. Announce Amalgamation Agreement
CALGARY, ALBERTA–(Sept. 18, 2007) – Empire Industries Ltd.(“Empire”) (TSX VENTURE:EIL), one of Western Canada’s fastest growing steel fabrication and construction service providers and Tornado Technologies Inc.(“Tornado”) (TSX VENTURE:TDO), today announced that they have entered into an amalgamation agreement pursuant to which Empire will acquire, subject to certain conditions, 100% of the issued and outstanding common shares of Tornado on the basis of 2.09 common shares of Empire (the “Exchange Ratio”) for each Tornado common share (the “Transaction”). The arms length, negotiated value per share is $0.55 per Empire common share and $1.15 per Tornado common share. The total value of the Transaction is $17.2 million.Highlights:
– Proforma revenue for the six months ending June 30, 2007 of $79.2 million
– Proforma EBITDA for the six months ending June 30, 2007 of $5.14 million
– Proforma total assets at June 30, 2007 of $112.5 million
– Proforma shareholders’ equity at June 30, 2007 of $37.8 million
– Combined employees of approximately 800
– Share exchange ratio of 2.09 will result in approximately 31 million Empire common shares being issued to Tornado shareholders, bringing the total number of Empire shares issued and outstanding to approximately 91 million.
– Three key areas targeted to generate incremental earnings as a consequence of the acquisition: reduction in public company expenses, improvement in Alberta marketing and sales program, and increased manufacturing capacity for producing Tornado Hydrovac units at Empire’s equipment manufacturing subsidiary.
– Empire has a strategic mandate to focus its business on three core product areas:
– steel fabrication (structural, plate and pipe);
– steel construction and maintenance services; and
– industrial equipment manufacturing targeted for the western Canadian market place.
The acquisition of Tornado greatly enhances Empire’s plate steel fabrication capability as well as its industrial equipment manufacturing capability
– Transaction scheduled to close on or before November 30, 2007.
“Empire is pleased to join these two high quality businesses together as one public company. The Transaction increases our Alberta steel fabrication capacity and strengthens our balance sheet. Moreover, we have identified specific synergistic benefits that we will begin taking advantage of as soon as the Transaction is completed.” said Guy Nelson, CEO of Empire.
“Tornado is excited about joining forces with Empire. Empire’s mix of business immediately extends Tornado’s operations and sales opportunities across Western Canada. This Transaction provides the combined company with the scale and breadth of product offering needed to take full advantage of the tremendous opportunities both companies have in Western Canada,” stated Bill Rollins, CEO of Tornado.
Both Empire’s and Tornado’s Boards of Directors have unanimously approved the Transaction. The Transaction requires the requisite approval of Tornado shareholders along with customary regulatory and lender approvals. The Tornado Board of Directors has concluded that the Transaction is in the best interests of its shareholders, and has resolved to recommend that the Tornado shareholders vote their Tornado shares in favour of the Transaction. Shareholders of Tornado (including all of the officers and directors of Tornado) beneficially owning approximately 22% of the outstanding Tornado shares have agreed to vote their Tornado shares in favour of the Transaction. Tornado has also agreed that it will not solicit or initiate any discussions concerning the sale of material assets or any other business combination. Tornado has also granted Empire a right to match any superior proposals. The parties have agreed to a mutual non-completion fee in the amount of $650,000 which is payable by Tornado or Empire to the other, as the case may be, in certain circumstances if the Transaction is not completed.
The outstanding Tornado options and warrants will be adjusted pursuant to their terms to be exercisable for Empire common shares based upon the same Exchange Ratio that the Tornado common shareholders are entitled. There are 1.21 million Tornado stock options outstanding having various maturities and a weighted average exercise price of $0.77 per Tornado common share. There are 4.26 million Tornado warrants outstanding that expire November 24, 2007, at exercise prices between $1.40 and $1.75 per Tornado common share. These warrants, if exercised, would then be exchanged into Empire common shares at a ratio of 2.09 Empire common shares per Tornado common share, for a total of 8.90 million Empire common shares for gross proceeds of $7.32 million
Tornado has an 8%, $3.25 million convertible debenture (the “Tornado Debenture”) that matures on June 1, 2011. As the Transaction will constitute a Change of Control of Tornado, the terms of the Tornado Debenture require Tornado or its successor to make an offer within 30 days following closing of the Transaction to purchase all then outstanding Tornado Debentures at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest. Empire will assume the obligations of Tornado under the Tornado Debenture following closing of the Transaction and for those holders who elect not to accept the offer for repayment of such debentures, such holders will thereafter be entitled to convert such debentures into common shares of Empire based upon the existing conversion price, adjusted to give effect to the Exchange Ratio. All other terms and conditions of the Tornado Debenture shall remain the same. Under these terms, should all of the convertible debentures remain in place, they would be convertible at the option of the holder into an aggregate of 4.85 million Empire common shares at $0.67 per Empire common share. The convertible debentures would be callable by Empire if Empire trades at or above $1.34 per Empire common share on a weighted average basis for a period of 60 days.
In conjunction with the Transaction, Empire has agreed to pay, upon completion of the Transaction, a finders fee to arm’s length third parties comprised of an aggregate cash payment of $25,000 and the issuance of an aggregate of 300,000 common share purchase warrants (“Warrants”) of Empire. Each Warrant will entitle the holder to acquire one common share of Empire for a purchase price of $0.66 and $0.77 per share in each of the first and second years following closing of the Transaction, respectively, expiring two years from issuance.
Upon completion of the Transaction, Bill Rollins, the CEO and largest shareholder of Tornado, will join Empire’s executive management team and its Board of Directors. In addition, Robert Marshall will also be joining the Empire Board of Directors. Robert is currently an independent director of Tornado and he has been Technical Director and member of the Executive of the Mackenzie Valley Aboriginal Pipeline LP since November 1, 2003. He is also a director of Aboriginal Futures, a not-for-profit society responsible for the management of $13 million in federal, government of the NWT, and industry funding to train NWT Aboriginals to participate in employment opportunities in the oil and gas industry.
“We are very pleased that Bill Rollins and Robert Marshall will be joining our Board,” stated Guy Nelson. “Their in-depth knowledge of the oil and gas industry will be a significant asset for Empire.”
Raymond James Ltd. is acting as financial advisor to Tornado with respect to the Transaction and has provided the independent committee and Board of Directors of Tornado with a verbal opinion that, subject to the review of final documentation, the consideration to be received by Tornado shareholders pursuant to the proposed Transaction is fair, from a financial point of view, to Tornado shareholders. The information circular to be provided to Tornado shareholders will contain the recommendation of the Board of Directors of Tornado to the shareholders of Tornado together with the fairness opinion prepared by Raymond James Ltd.
Tornado currently expects that an information circular outlining the Transaction will be mailed to Tornado shareholders in connection with the meeting of Tornado shareholders (the “Meeting”) to approve the Transaction early to mid October 2007 with the Meeting anticipated to take place early to mid November, 2007. The Transaction is subject to several conditions; including the approval of Tornado shareholders and regulatory authorities. The parties expect to close on or before November 30, 2007.
About Empire Industries Ltd.
Empire Industries Ltd. (“Empire”) is a public company that was formed in July 2006. Empire is one of Western Canada’s fastest growing steel fabrication and construction service providers. Empire’s mission is to increase shareholder value by adding value to steel. Empire realizes its mission by growing profits organically and through strategic acquisitions in the burgeoning industrial, commercial and institutional construction marketplace of Western Canada. Empire trades on the TSX Venture Exchange under the trading symbol EIL.
About Tornado Technologies Inc.
Tornado Technologies Inc. (“Tornado”) has been in operation since 1985 and went public in 1997. Tornado designs, fabricates and sells a range of products and custom steel fabrications for the oil and gas industry. It manufactures three primary product lines; combustion equipment (including flares, incinerators, pilots and ignition systems, flame & detonation arrestors), production equipment (knock-out tanks, production tanks, metering skids, dehydrators, treaters and line-heaters) and truck mounted equipment (hydrovac and vacuum trucks). Tornado changed its name from Petro Field Industries Inc. effective April 17, 2007. Tornado has three fabrication plants in Alberta (Calgary, Stettler and Gadsby) and one in Houston, Texas. Tornado trades on the TSX Venture Exchange under the trading symbol TDO.
Empire and Tornado have scheduled a joint conference call for Tuesday, September 18th , 2007 at 4:00 pm Eastern time to discuss the Transaction and answer questions. The call-in number is 1-888-789-9572 and the pass code is 3236614. If you are unable to attend the conference call, the recording will be made available by calling 1-800-408-3053, using the same pass code.
This press release contains forward-looking statements, within the meaning of applicable securities legislation, concerning Empire’s and Tornado’s business and affairs. These statements are identifiable by their use of verbs such as “expect”, as well as by the use of future or conditional tenses. These forward looking statements are based on current expectations, and are naturally subject to uncertainty and changes in circumstances that may cause actual results to differ materially. Readers are cautioned not to place undue reliance on such forward-looking statements. Empire and Tornado assume no obligation to revise or update these forward-looking statements to reflect the occurrence of unanticipated future events, except as may be required under applicable securities laws. EBITDA is a non-GAAP measure, defined as earnings before interest and bank charges, income taxes, depreciation and amortization.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
For more information, please contact
Empire Industries Ltd.
Chairman & CEO
Empire Industries Ltd.
Tornado Technologies Inc.
Chairman & CEO