May 17 2010
The Churchill Corporation ("Churchill") and Seacliff Construction Corp. ("Seacliff") are pleased to announce they have entered into an arrangement agreement whereby Churchill will acquire, pursuant to an arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"), all of the issued and outstanding common shares of Seacliff for total cash consideration, on a fully diluted basis, of approximately $390 million, which includes approximately $10 million of indebtedness (the "Transaction"). Under the terms of the Arrangement, Seacliff shareholders will receive $17.14 in cash for each Seacliff common share. The Transaction is expected to be immediately accretive to Churchill's earnings per share.
Under the terms of the arrangement, Seacliff shareholders will receive $17.14 per share in cash for each Seacliff common share. The Transaction represents a 23% premium to the volume-weighted average trading price of Seacliff's common shares over the last 20 trading days ending on May 14, 2010. The cash-adjusted premium, on a similar 20-day weighted average basis, is 30%, if it is assumed no premium is paid for all of Seacliff's March 31 cash balance.
The Boards of Directors of Churchill and Seacliff have unanimously approved the Transaction. The completion of the Arrangement is subject to the approval of the Supreme Court of British Columbia, the approval of Seacliff's shareholders, certain regulatory approvals and customary closing conditions.
"We believe that the combination of Churchill and Seacliff is strategically compelling and will benefit Churchill's shareholders," said Jim Houck, President and CEO of Churchill. "Specifically, the combination of Churchill and Seacliff creates a leading publicly-listed Western Canadian construction and industrial services company. We're creating an unparalleled company leveraged to institutional and commercial construction, yet operationally diversified across many business lines, regions and customers. Churchill will have a growth profile that will create value for its shareholders and enhance its service capabilities with its clients. We also anticipate enhanced access to capital to support future growth initiatives."
"We were attracted to Seacliff due to the opportunity to build on our strengths to create even greater organizational capability. The combination of Dominion and Stuart Olson will result in Churchill having a presence in markets we currently do not serve. Additionally, the Transaction provides the opportunity to create a more diversified electrical services group. The increased size, scope and scale of the combined entity as well as the ability to leverage the best systems and processes over the combined entity represent a catalyst to value creation."
"We identified that Churchill and Seacliff shared similar growth-oriented strategic plans and that our experienced and respected management teams possessed complementary skills," said Bill Crarer, President and CEO of Seacliff. "The complementary corporate culture and the strategic fit of people and assets could not be better."
Transaction Rationale
Both Churchill and Seacliff operate with a similar business model with little overlap, as 100 percent owners of well-established, individually-branded business units in the construction field. Churchill's operating subsidiaries include Stuart Olson Construction Ltd., Insulation Holdings Inc. and Laird Electric Inc. Seacliff's business units are Dominion Construction Inc., Canem Systems Ltd. and the Broda Group of Companies.
The Transaction is expected to result in:
- Creation of a leading Western Canadian construction and industrial services company;
- Enhanced capability in the industrial segment and in infrastructure development;
- Geographic and client diversification;
- Enhanced ability to service broader and more complex customer requirements;
- Increased trading liquidity, capital markets positioning and access to capital; and
- Complementary cultures and strong strategic fit.
On a pro forma basis, Churchill will employ approximately 3,304 people during peak construction, including approximately 612 full-time salaried employees (310 from Churchill and 302 from Seacliff) and approximately 2,692 hourly employees (1,337 from Churchill and 1,355 from Seacliff). 2009 pro forma revenue and EBITDA are approximately $1.2 billion, and $101 million, respectively. In addition, the pro forma year-end backlog was approximately $1.9 billion. Churchill also expects to achieve $5 to $7 million in annual pre-tax synergies upon the expected completion of the integration in fiscal 2011. Related non-recurring transaction and integration costs are estimated at approximately $12 to $15 million.
Source: http://www.seacliffconstruction.ca/s/Home.asp