Carmanah Technologies Corporation (TSX: CMH) (“the Company” or “Carmanah”) today announces that it has entered into a share purchase agreement (“SPA”) pursuant to which it will acquire the Sabik Group of Companies (“Sabik”), which includes 100% of Sabik OY based in Finland, 100% of Sabik GmbH based in Germany, 100% of Sabik PTE Ltd. based in Singapore, 81% of Sabik Ltd. based in the United Kingdom and 80% of Sabik Offshore Ltd. based in the United Kingdom. Of these entities, Sabik OY and Sabik GmbH generate more than 88% of Sabik revenues. In 2014, Sabik revenues were €17.7 million and EBITDA was €2.7 million.
The purchase price will be €21.5 million and the transaction is expected to close in July 2015, subject to the satisfaction of certain closing conditions, including the receipt of all necessary approvals from the Toronto Stock Exchange.
Sabik was founded in 1982 and is a leading competitor in the worldwide marine aids to navigation market. Sabik’s marine aids to navigation activities are headquartered at Sabik OY in Porvoo, Finland. Carmanah and Sabik have operated in a collaborative partnership since 2010. The Carmanah and Sabik product offerings are largely complementary and both companies have collaborated on product development as well as sales and distribution.
In addition to the aids to navigation market, Sabik also pursues the provision of sophisticated lighting and monitoring solutions for the offshore wind industry. These activities are headquartered at Sabik GmbH in Germany. The offshore wind industry is a new business endeavor for Carmanah.
Each of Sabik’s two UK and Singapore entities are smaller, earlier stage ventures that are pursuing the aids to navigation and offshore wind industry markets in their respective geographies.
“The acquisition of Sabik accomplishes two important steps in our growth strategy.” said John Simmons, Carmanah CEO. “With Sabik’s marine aids to navigation business we begin to realize our vision to be the prime consolidator in the signals market space. Of equal importance, the acquisition catapults Carmanah into the offshore wind industry – an industry that is set for substantial growth.”
The €21.5 million purchase price will be paid by way of €17.2 million in cash and €4.3 million in Carmanah shares which will result in the issuance of 1,180,414 shares at closing. The share price has been determined based on a discount of 15% from the volume weighted average price of Carmanah shares on the TSX for the five trading days preceding today’s announcement.
In preparation for this transaction, the Carmanah and Sabik management teams have held high-level integration discussions. After the transaction closes, the management teams will focus their planning efforts on revenue growth that can be achieved as a result of the transaction. Mr. Lars Mansner, Managing Director of Sabik Group commented “We at Sabik are excited to be joining Carmanah, a company that we know well and have worked with for over five years. Together we have the strength to grow the marine business and improve our market share.”
An analyst conference call will be held on June 10, 2015 at 1:30 pm PT (4:30 pm ET) during which Carmanah CEO, John Simmons will provide more information about Sabik and the transaction. To access the presentation please register at:
About Carmanah Technologies Corporation
Since its founding in 1996, Carmanah has become one of the most trusted names in solar technology, delivering reliable and cost-effective solar powered products and systems for industrial applications worldwide. To date, Carmanah's solutions for marine navigation, airfield ground lighting, aviation obstruction, roadway illumination, parking lot lighting, as well as on and off-grid power generation, have been successfully deployed in over 400,000 installations in 110 countries with proven performance in conditions ranging from desert heat to arctic cold.
Carmanah Technologies Corporation:
Evan Brown, (250) 380-0052
Chief Financial Officer/Corporate Secretary
This release may contain forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “expects,” “plans,” “estimates,” “intends,” “believes,” “could,” “might,” “will” or variations of such words and phrases.Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Carmanah or Sabik to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to: uncertainty regarding the timing and satisfaction of closing conditions as set out in the SPA; the receipt of regulatory approval; uncertainty regarding the potential benefits of the acquisition and other general uncertainties that may impact actual outcomes. These forward-looking statements are based on management’s current expectations and beliefs but given the uncertainties, assumptions and risks, readers are cautioned not to place undue reliance on such forward-looking statements or information. Carmanah disclaims any obligation to update, or to publicly announce, any such statements, events or developments except as required by law.
For additional information on these risks and uncertainties, see Carmanah’s most recently filed Annual Information Form (AIF) and Annual MD&A, which are available on SEDAR at www.sedar.com and on the Company’s website at www.carmanah.com. The risk factors identified in Carmanah’s AIF and MD&A are not intended to represent a complete list of factors that could affect Carmanah.