BURNABY, BC, July 3, 2018 /CNW/ - Taiga Building Products Ltd.
("Taiga" or the "Company") (TSX: TBL) is pleased to
announce that it has entered, through a wholly owned subsidiary,
into a share purchase agreement (the "SPA") with Exterior
Wood, Inc. ("Exterior Wood") and its shareholders, whereby
Taiga will acquire all of the issued and outstanding common shares
of Exterior Wood for a purchase price of US$42,000,000, subject to certain adjustments at
closing of the acquisition in respect of working capital, cash and
certain outstanding indebtedness. The acquisition has been
structured to close on a cash free debt free basis.
Exterior Wood has been operating a wood treatment facility and
distribution centre in Washougal,
Washington since 1977, and services retail building supply
centers throughout the western United
States and Canada with a
wide array of pressure treated products. The acquisition will
expand Taiga's existing wood treatment operations at three
facilities in Canada, with
additional penetration into the United
States market.
Trent Balog, President and Chief
Executive Officer of Taiga, commented: "The acquisition of Exterior
Wood and the expansion of our wood treatment business represents a
significant step forward in our corporate strategy of pursuing
value enhancing opportunities. With a well-established customer and
supplier base, we believe that the Exterior Wood acquisition will
be accretive to Taiga's business and will successfully integrate
within our proven operational capabilities, in addition to
expanding our distribution reach in a strategic region. We look
forward to working with the Exterior Wood team who have dedicated
many years to the development and achievements of this
business."
Dave Perry, President of Exterior
Wood, commented: "We are excited to be associated with a company as
well respected in our industry as Taiga. In addition to
placing a high value on our customer relationships, suppliers and
employees, it has a culture that matches very well with the one we
have developed over time at Exterior Wood. We are enthusiastic
about what the future holds as we work together".
Closing of the SPA is subject to various conditions including,
among others: (i) the parties entering into an escrow agreement to
fund certain environmental remediation measures using a portion of
the purchase price up to $3.84
million; (ii) Exterior Wood entering into a new lease in
respect of the occupied premises; and (iii) the receipt of certain
third party consents and approvals for the acquisition. Closing of
the SPA is expected to occur on or about July 31, 2018. Taiga expects to finance the
purchase price primarily using its senior credit facility.
Forward Looking Information
This press release contains certain forward-looking information
that reflects the current views and/or expectations of Taiga with
respect to its performance, business and future events, including
statements regarding: the Company's completion of the SPA and
related agreements; and the expected effects of the acquisition of
Exterior Wood on the business of the Company. The reader is
cautioned that forward-looking information is not a guarantee of
future performance and involves known and unknown risks,
uncertainties, assumptions and other factors which are difficult to
predict and that may cause actual results or events to differ
materially from those anticipated in such forward-looking
information. Forward-looking information is based on the
then-current expectations, beliefs, assumptions, estimates and
forecasts about the business and the industry and markets in which
the Company operates. Assumptions underlying the Company's
expectations regarding forward-looking information contained in
this news release include, among others: the ability of the Company
and other parties thereto to satisfy the conditions required in
order to complete the SPA and all related arrangements; the
success, profitability and other expected benefits of the
acquisition; the historical financial results of Exterior Wood
remaining materially consistent; and the expected effects of the
acquisition on the business of the Company. Investors are cautioned
that all forward-looking information involves risks and
uncertainties including, without limitation: that the conditions to
closing the SPA will not be satisfied and the Company will not be
able to complete the SPA as contemplated or at all; and those risks
relating to competition, changes in the market, economic
conditions, dependence on major customers, fluctuations in the
price and supply of raw material, foreign exchange fluctuations,
labour relations, regulatory, including environmental, requirements
and other risk factors listed from time to time in the Company's
public filings. These risks, as well as others, could cause actual
results and events to vary significantly. Accordingly, readers
should not place undue reliance on statements comprising
forward-looking information, which are qualified in their entirety
by this cautionary statement. Taiga does not undertake any
obligations to release publicly any revisions for updating any
voluntary forward-looking information, except as required by
applicable securities law.
SOURCE Taiga Building Products Ltd.