Aveda Transportation and Energy Services Inc.
("
Aveda" or the "
Company")
(TSX-V:AVE), is pleased to announce that it obtained shareholder
approval at the special meeting of Aveda shareholders (the
"
Meeting") held today for the previously announced
business combination pursuant to which Daseke, Inc.
("
Daseke") will acquire all of the issued and
outstanding common shares in the capital of Aveda ("
Aveda
Shares") by way of a plan of arrangement (the
"
Arrangement") as more particularly described in
Aveda's information circular dated May 2, 2018
("
Information Circular") available under Aveda's
profile on SEDAR at www.sedar.com.
The Arrangement was approved by 99.98% of the
votes cast by Aveda shareholders present in person or represented
by proxy at the Meeting, representing 53.41% of all issued and
outstanding Aveda Shares. The Arrangement was also approved
by 99.98% of the votes cast by disinterested shareholders of Aveda,
excluding votes cast by such holders of Aveda Shares who are
entitled to receive, directly or indirectly, a "collateral benefit"
and whose votes are required to be excluded under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions.
Completion of the Arrangement remains
conditional on final approval by the Alberta Court of Queen's Bench
and certain other closing conditions customary for transactions of
this nature. Subject to obtaining such court approval and the
satisfaction or waiver of all other closing conditions, it is
anticipated that the Arrangement will be completed on or about June
6, 2018 (the "Effective Date").
Payment of the Share Consideration (as defined
in the Information Circular) and/or the Cash Consideration (as
defined in the Information Circular) to former holders of Aveda
Shares is expected to be made by Computershare Investor Services
Inc. within 5-10 days following the Effective Date.
In addition, holders of Aveda Shares of record
as at the Effective Date may be entitled to receive an additional
cash payment approximately 14 months following the Effective Date
(the "Earnout"). Please refer to the
Information Circular for details regarding the circumstances in
which the Earnout is payable, the amount of the potential Earnout
and the risk factors relating thereto.
Voluntary Trading Halt and
De-Listing
In order to allow all trades to settle prior to
the effective date of the Arrangement, Aveda expects to voluntarily
halt trading of the Aveda Shares after close of market trading on
Friday, June 1, 2018, with delisting of the Aveda Shares from the
TSX Venture Exchange expected to occur following completion of the
Arrangement.
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 625
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; 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 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.
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