Loyalist Closes SEC Acquisition
07 Febbraio 2014 - 2:30PM
Marketwired
Loyalist Closes SEC Acquisition
TORONTO, ONTARIO--(Marketwired - Feb 7, 2014) -
Loyalist Group Limited ("Loyalist" or the "Company")
(TSX-VENTURE:LOY) is pleased to announce that it has closed the
acquisition of Study English in Canada ("SEC"), a licensed
English-as-a-second-language (ESL) school with campuses in Toronto
and Vancouver. The acquisition also includes Upper Career College
of Business & Technology campuses in Toronto and Vancouver.
Pursuant to the terms of the purchase agreement, the total
consideration payable by Loyalist for SEC was $5.5 million less
deductions made on closing for certain working capital items. Of
the amount paid to the vendors on closing, approximately $3.46
million was paid in cash or cash equivalents and $1.7 million was
paid through the issuance of 2,575,757 Loyalist common shares at a
per share price of $0.66, with 909,091 of such shares to be held in
escrow for a period of 10 months following closing as security for
certain post-closing adjustments.
SEC has recorded consolidated revenues of approximately $9.5
million and net income of approximately $1.16 million in its most
recent 12-month period.
"We're pleased to welcome SEC's owners as Loyalist shareholders
and colleagues. SEC's owners include one of the biggest student
recruiting agencies in the world. We anticipate that our working
relationship with this agency will expand considerably as a result
of this acquisition," said CEO Andrew Ryu.
About Loyalist
Loyalist Group Limited owns and operates private English as a
Second Language (ESL) Schools, Career Colleges and Community
Colleges in Toronto, Vancouver, Victoria and Halifax.
Forward-Looking Statements
This news release includes certain forward-looking statements
within the meaning of Canadian securities laws. Such
forward-looking information and statements are not representative
of historical facts or information or current condition, but
instead represent only the Company's beliefs regarding future
events, plans or objectives, many of which, by their nature, are
inherently uncertain and outside of the Company's control.
Generally, such forward-looking information or statements can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or may contain statements that certain actions, events
or results "may", "could", "would", "might" or "will be taken,
"will continue", "will occur" or "will be achieved". The
forward-looking information contained herein includes, but is not
limited to, information with respect to the completion of the
proposed acquisition of SEC and UCCTB, the ability of the Company
to incorporate the acquired businesses into its operations,
prospective financial performance, anticipated capital funding and
sources, proposed or potential acquisitions, estimated operating
and sales costs, estimated market drivers and demand, business
prospects and strategy, new markets for growth and financial
position. By identifying such information and statements in this
manner, the Company is alerting the reader that such information
and statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
information and statements. Any number of important factors could
cause actual results to differ materially from these
forward-looking statements as well as future results, including but
not limited to: risks related to any of the Company's announced or
proposed acquisitions failing to close or becoming delayed before
closing; the Company's reliance on its South Korean contract;
carrying on business and activities in international jurisdiction
where Canadian laws do not apply; any loss of certain key
personnel; levels of student enrolment; delays in rolling out the
online education programs; competition in the educational services
market; and currency fluctuations. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information and statements, there may be other
factors that cause results not to be as anticipated, estimated or
intended. Although the Company believes that the assumptions and
factors used in preparing, and the expectations contained in, the
forward-looking information and statements are reasonable, undue
reliance should not be placed on such information and statements,
and no assurance or guarantee can be given that such
forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements. Accordingly, readers should not place undue reliance on
any forward-looking information or statements contained in this
press release. The forward-looking information contained in this
press release is made as of the date hereof, and the Company does
not undertake to update any forward-looking information that is
contained or referenced herein, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws. All subsequent written and oral forward
looking information and statements attributable to the Company or
persons acting on its behalf is expressly qualified in its entirety
by this notice.
Loyalist Group LimitedDavid McAdamVP Corporate Development(604)
961-3513dmcadam@loyalistgroup.comLoyalist Group LimitedAndrew
RyuCEO(416) 969-9800 x222aryu@loyalistgroup.com
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