Pure Technologies Ltd. announced July 28 that it has agreed with the shareholders of The Pressure Pipe Inspection Company Ltd. (PPIC) to purchase all of the issued and outstanding shares of PPIC for up to $34.9 million in cash and common stock of Pure. Both companies’ boards have approved the transaction, subject to certain conditions and to the approval of the TSX Venture Exchange. The transaction is expected to close by August 31, 2010.
PPIC, a privately-held company with headquarters in Mississauga, Ontario, specializes in large diameter water and wastewater pipeline condition assessment. PPIC is currently active in North America (including Mexico), South America, the Philippines and Hong Kong. For the fiscal year ended September 30, 2009, PPIC had revenues of $14.6 million.
The base purchase price is $30,000,000 with provision for a maximum additional payment of $4,900,000 based on PPIC’s revenues exceeding $20,000,000 for the fiscal year ending September 30, 2010. It is anticipated that the consideration will be paid in the form of approximately 29% in cash and 71% in Pure common stock, to be issued, subject to TSX Venture Exchange approval, at $4.44 per share which issue price was negotiated as part of the transaction. Emerald Technology Ventures, PPIC’s largest shareholder, will have the right to nominate one director to Pure’s board of directors. Subject to TSX Venture Exchange approval
upon closing the transaction, Scott MacDonald, partner at Emerald Technology Ventures, will join Pure’s Board of Directors.
Dr. Brian Mergelas will remain the CEO of PPIC until the transaction close, after which he has agreed to accept the position of senior vice president of corporate strategy and development with Pure.