Aveda Transportation and Energy Services Inc. ("Aveda" or the
"Company") (TSX-V:AVE), one of North America’s largest dedicated
rig moving companies, provides the following update regarding the
shareholder meeting described in its press releases of April 16,
2018 and April 19, 2018 to consider approval of a business
combination with Daseke, Inc. ("Daseke"), a leading consolidator
and the largest owner of flatbed and specialized transportation and
logistics solutions in North America, by way of a plan of
arrangement under the Business Corporations Act (Alberta) (the
"Arrangement").
Aveda has mailed the information circular
("Information Circular"), letter of transmittal and election form
("Letter of Transmittal and Election Form"), and other meeting
materials to all shareholders of record as of April 30, 2018, for
Aveda's special meeting of shareholders to be held on May 30, 2018,
for the purpose of considering the Arrangement (the
"Meeting"). At the Meeting, holders of Aveda common shares
("Aveda Shares") will consider, and if deemed advisable, approve
the Arrangement, pursuant to which Daseke will acquire all of the
issued and outstanding Aveda Shares. Under the terms of the
Arrangement, each holder of Aveda Shares has three options with
respect to the consideration to be received for their Aveda
Shares:
- Share-for-share – Holders of Aveda Shares can choose to receive
0.0751 Daseke common shares for each Aveda Share held (the "Share
Consideration").
- All-cash – Holders of Aveda Shares can choose to receive CAD
$0.90 in cash for each Aveda Share held (the "Cash
Consideration").
- Combination of cash and shares – Holders of Aveda Shares may
choose a combination of Share Consideration and Cash
Consideration.
In addition, regardless of the choice of
consideration, each holder of Aveda Shares shall be entitled to
receive a pro rata share of a multiple of the amount (if any) by
which Aveda's EBITDA for a specified period after the effective
time of the Arrangement exceeds CAD $18.0 million (the
"Earnout"). See the Information Circular and Aveda's news
release dated April 16, 2018, for further details regarding the
Earnout.
Aveda's board of directors unanimously
recommends that holders of Aveda Shares vote IN FAVOUR of the
Arrangement.
Each registered holder of Aveda Shares must
elect to receive the Share Consideration, Cash Consideration, or a
combination of both, by delivering to Computershare Investor
Services Inc. a duly completed Letter of Transmittal and Election
Form, with the certificate(s) or DRS Advice representing such Aveda
Shares, by no later than 5:00 p.m. (Toronto time) on May 28, 2018
(the "Election Deadline").
HOLDERS OF AVEDA SHARES WHO DO NOT
SUBMIT A DULY COMPLETED LETTER OF TRANSMITTAL AND ELECTION FORM
PRIOR TO THE ELECTION DEADLINE WILL AUTOMATICALLY BE DEEMED TO HAVE
ELECTED TO RECEIVE THE SHARE CONSIDERATION.
Non-registered holders of Aveda Shares
(i.e. if the Aveda Shares are registered in the name of a broker,
custodian, nominee or other intermediary), must contact their
respective brokers (or intermediaries) for instructions on making
an election for the consideration receivable under the
Arrangement. Brokers (or intermediaries) of non-registered
holders of Aveda Shares will likely require that the election is
made by such non-registered holders in advance of the Election
Deadline.
As Daseke is incorporated in a jurisdiction
outside of Canada, there may be tax consequences to holders of
Aveda Shares who elect (or are deemed to elect) to receive the
Share Consideration. Please refer to the Information Circular
for more information about tax considerations, as well as the
Letter of Transmittal and Election Form for election and delivery
instructions. A copy of the Information Circular can be found
under Aveda's profile on www.sedar.com. Holders of Aveda
Shares are encouraged to read the Information Circular and Letter
of Transmittal and Election Form in their entirety in order to make
an informed decision on how to vote at the Meeting and whether (and
how) to elect to receive the Share Consideration, Cash
Consideration, or a combination of both.
About Aveda Transportation and Energy
Services
Aveda provides specialized transportation
services and equipment required for the exploration, development
and production of petroleum resources in the Western Canadian
Sedimentary Basin and in the United States of America principally
in and around the states of Texas, Pennsylvania, Oklahoma, Ohio and
North Dakota. Aveda balances Performance, Safety and Value for our
Customers through Leadership, Financial Discipline and Proper
Planning, while providing a culture of Family for our employees.
Aveda strives for a world where its operations improve the daily
experience of our customers, our employees, and every person we
meet on the road to success.
Aveda was incorporated in 1994 as a private
company to serve the oil and gas industry. In the spring of 2006,
the Company went public on the TSX Venture Exchange. Aveda has
major operations in Leduc, AB, Grande Prairie, AB, Edson, AB,
Pleasanton, TX, Midland, TX, Pecos, TX, Marshall, TX, Williston,
ND, Williamsport, PA, Martins Ferry, OH and Oklahoma City, OK.
Aveda is publicly traded on the TSX Venture Exchange under the
symbol AVE. Aveda has 12 locations which cover North America’s most
prolific oil and gas plays. The Company has almost 1,500 pieces of
modern, well maintained equipment and employs approximately 610
team members. Aveda’s unique differentiator is our advanced
operational and safety culture. For more information on Aveda
please visit www.avedaenergy.com.
About Daseke, Inc.
Daseke is a leading consolidator and the largest
owner of flatbed and specialized transportation and logistics
solutions in North America. Daseke offers comprehensive,
best-in-class services to many of the world’s most respected
industrial shippers through experienced people, more than 5,200
tractors, more than 11,000 flatbed and specialized trailers, and
million-plus square feet of industrial warehousing space. Daseke is
uniquely positioned as the largest carrier, yet has only a small
percent market share, of the highly fragmented flatbed and
specialized transportation market. For more information, please
visit www.daseke.com.
For more information, please contact:Bharat
Mahajan, CPA, CAVice President, Finance and Chief Financial
Officer(403) 264-5769bharat.mahajan@avedaenergy.com
Forward-Looking and Cautionary
Statements
This News Release contains certain
forward-looking statements and forward-looking information
(collectively referred to herein as "forward-looking statements")
within the meaning of applicable Canadian securities laws. All
statements other than statements of present or historical fact are
forward-looking statements. Forward-looking statements are often,
but not always, identified by the use of words such as
"anticipate", "achieve", "could", "believe", "plan", "intend",
"objective", "continuous", "ongoing", "estimate", "outlook",
"expect", "may", "will", "project", "should", "potential" or
similar words, including negatives thereof, suggesting future
outcomes. In particular, this News Release contains forward-looking
statements relating to the Arrangement, including but not limited
to: the anticipated benefits of the Arrangement to Aveda
shareholders, the date of the shareholder meeting being held in
connection therewith; that Aveda will be able to complete the
Arrangement as expected or on the timeline expected; the amount of
consideration payable under the Arrangement, and that Aveda will be
able to obtain all necessary court, shareholder and regulatory
approvals for the Arrangement. Aveda believes the expectations
reflected in such forward-looking statements are reasonable as of
the date hereof but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements should not be unduly relied upon.
Forward-looking statements are not a guarantee
of future performance and involve a number of risks and
uncertainties, some of which are described herein. Such
forward-looking statements necessarily involve known and unknown
risks and uncertainties, which may cause Aveda’s actual performance
and financial results in future periods to differ materially from
any projections of future performance or results expressed or
implied by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the risk that the
Arrangement is delayed or is not completed for any reason, the risk
that the anticipated benefits of the Arrangement are not realized,
the risk that the Earnout does not become payable for any reason,
including the actual results of Aveda’s future operations, factors
beyond Aveda’s control, and the risks identified in the Information
Circular and Aveda’s management discussion and analysis for the
year ended December 31, 2017 (the "MD&A"), both of which are
available for viewing on SEDAR at www.sedar.com. In addition, the
terms of the Earnout should not be construed as a financial
projection. There is no assurance that any amount will become
payable under the Earnout. Any forward-looking statements are
made as of the date hereof and, except as required by law, Aveda
assumes no obligation to publicly update or revise such statements
to reflect new information, subsequent or otherwise.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the U.S. Securities Act or any state securities
laws and may not be offered or sold within the United States or to
U.S. Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Non-IFRS Measures
This press release contains the term "EBITDA"
which does not have any standardized meaning prescribed by IFRS and
therefore may not be comparable with the calculation of financial
information of Aveda or similar measures for other entities. As
used herein, EBITDA is defined as Aveda’s net income (or loss)
(calculated in accordance with U.S. GAAP) before interest, income
taxes, depreciation, amortization and stock-based compensation for
the relevant period, subject to certain other additions and
reductions as described in the arrangement agreement dated April
13, 2018 between, among others, Daseke and Aveda.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Aveda Transportation and Energy (TSXV:AVE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Aveda Transportation and Energy (TSXV:AVE)
Historical Stock Chart
From Sep 2023 to Sep 2024