Rutter Technologies Inc. Annou…
Rutter Technologies Inc. Announces $15.5 Million Acquisition Plan
Rutter Technologies Inc. – St. John’s, NL, July 10, 2003 – Consistent with the Company’s strategy to expand through strategic acquisitions and systemic growth, Rutter Technologies Inc. (TSX Venture: RUT) wishes to announce that it has reached agreements and signed binding letters of intent to make three very significant acquisitions to strengthen its position as a leading 21st century marine technology provider.
“As per these letters of intent, Rutter Technologies Inc. will purchase St. John’s headquartered SEA Systems Limited and NewTech Instruments Limited from AMI Offshore Inc., a subsidiary of Aliant Inc., and will directly acquire a 10% minority interest in Doris Engineering Limited of Paris, France,” stated Clarence Dwyer, Rutter VP Corporate Affairs. “While each of these investments is viewed as a separate and distinct transaction and has undergone separate due diligence, they are linked by the synergies we expect to achieve across these companies and by connecting all three to Rutter.”
Including the finalization of the earlier announced acquisition of Sigma Engineering, the purchase price Rutter will pay for all of these acquisitions will be $15.5 million. This is payable on the expected July 31, 2003 closing in the form of $7.3 million in cash, assumption of existing operating debt, the infusion of working capital of $4.4 million and issuance of a promissory note of approximately $3.1 million subject to closing adjustments and common share issue of $0.7 million. Full details of these transactions will be given on closing.
The SEA Systems Limited Acquisition (SEA) – SEA, with operations in St. John’s, Halifax, Houston and Brazil, is a technology company specializing in electrical, instrumentation, controls, and systems integration. Gross sales in 2002 were just under $34 million. While it services the utility and municipal sectors, its core strengths are in the marine and offshore oil and gas sectors – sectors core to Rutter’s growth and expansion strategy. Under the arrangement, Rutter will acquire 100% of the shares of SEA from AMI Offshore Inc.
“SEA is a logical fit with Rutter for a number of key reasons,” noted Dwyer. “We see very real marketing and distribution synergies, improved access to our early-adopters in the oil and gas sector and an excellent technology fit coupled with the opportunity to bring the manufacturing of our VDRs in house.”
The NewTech Instruments Limited Acquisition (NewTech) – NewTech offers a combination of design engineering, project management and innovative turnkey manufacturing services. Its manufacturing facility is capable of producing complex circuit card assemblies, modern electronics systems and subsystems. It also offers a complete line of associated services including product design, materials management, prototyping, manufacturing, sub-assembly, full system integration, testing, logistics and documentation. Gross sales in 2002 exceeded $21million. Under the arrangement, Rutter will also acquire 100% of the shares of NewTech from AMI Offshore Inc.
“Arguably, NewTech has one of the finest manufacturing facilities in Atlantic Canada and is available at a time when Rutter is rapidly expanding and looking for strategic growth areas. The timing is perfect and the facility is complementary to the direction Rutter will need to move in to meet our growing manufacturing requirements,” said Dwyer. “We also like the fact that the engineering capability of NewTech is complementary to that of SEA and, when combined with our own team at Rutter, will provide tremendous depth and breadth to our R&D backbone.”
The Doris Engineering Limited (Doris) Investment – Since 1965 Doris and its predecessors have proven to be innovators, responsible for many firsts in the development of offshore oil and gas production structures in the North Sea sector, Canada and around the world. Its scope of services includes engineering, procurement and construction. Doris has also been involved in a number of international mega-projects including the Gravity Base Structure (GBS) for ExxonMobil’s Hibernia project offshore Newfoundland, the extension of Monaco’s Condamine Harbour and the giant Total’s deepwater field of Girassol (UFL design for AMG). Doris has been consistently profitable, earning (euro) 1.8 million this past year. Under the arrangement, Rutter will acquire 10% of the shares of Doris Engineering with an option to purchase an additional 10% from ConPro Group Limited.
“Doris Engineering is currently involved in a number of projects which can make good use of the engineering expertise available within SEA. Through our relationship with Doris we can expect to see an earlier view of offshore projects as they are being developed. In the near term we expect this to translate into a pull-through of SEA control systems and installation contracts. In the longer term this same avenue will provide opportunity for an even broader line of Rutter marine technology products,” said Dwyer.
These acquisitions will be financed through:
•The issuance of a $3.5 million Subordinated Repayable Debenture, with 1.3 million warrants attached at a price of $1.10 per common share. The Debenture is repayable within 36 months of closing (“the Maturity Date”) at an interest rate of 10% per annum. The warrants are exercisable in whole or in part, at any time prior to 90 days after the Maturity Date.
• The issuance of a $3.0 million Convertible Subordinated Debenture, convertible at $1.00 per share into 3.0 million common shares. This Debenture carries a coupon rate of 10% per annum and is repayable (unless previously converted) on the third anniversary of closing.
• An additional brokered private placement of up to $2.1 million in new shares issued at a minimum price of $0.65 per share.
In commenting on the overall implications of these transactions Mr. Dwyer pointed out, “None of these transactions involve finders fees and all are subject to regulatory approval. These are statements of intent that we are legally bound to make at this time. We are more than aware that this involves tremendous change and that the lives of many individuals will be affected upon closing of these transactions. We also understand that our shareholders and the employees of all affected companies will want to know much more. Expect to see regular updates and additional details on these transactions as they are finalized.”
Rutter Technologies Inc., with offices in North America and Europe, is a market driven marine technology company, specializing in Voyage Data Recorders (VDRs) designed to meet the extensive requirements of the marine industry. Rutter Technologies’ expertise in the design and implementation of modular hardware and software enables customers to address their current navigational needs and, as circumstances dictate, adapt to evolving marine industry requirements.
For further information please contact:
Communications Director, June Perry firstname.lastname@example.org (709) 753-0794 or (709) 682-2682 or
VP Corporate Affairs, Clarence Dwyer email@example.com (709) 368-4213
This press release may contain forward-looking statements that involve risks and uncertainties. These forward-looking statements reflect our current expectations and are subject to a number of risks and uncertainties including, but not limited to, change in technology and general market conditions. Due to the many risks and uncertainties, Rutter Technologies Inc. cannot assure that forward-looking statements that may be contained in this press release will be realized.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.