Swisher Hygiene Acquires Gateway ProClean, Inc.
Also Announces Acquisition of Total Cost Systems, Inc. and SunState Chemical, LLC
Nov. 8, 2010 (GlobeNewswire) --
CHARLOTTE, N.C., Nov. 8, 2010 (GLOBE NEWSWIRE) -- Swisher Hygiene Inc. ("Swisher Hygiene")(TSX:SWI), a leading full-service hygiene solutions provider, todayannounced that it has acquired Gateway ProClean, Inc., a St. Louis-basedhygiene and chemicals company.
Gateway ProClean, Inc. has beenin business for over 33 years and serves a seven-state region in thegreater Midwest, including the St. Louis and Kansas Citymarkets. Gateway ProClean, Inc. and its 40 employees provide specialtychemicals and service programs such as warewash, laundry, housekeepingand floor care to the foodservice, hospitality and healthcareindustries, and its products are delivered by its employees as well asdistributor partners. Concurrent with the acquisition, Tommy Wohlgemuth,the Managing Partner of Gateway ProClean, Inc., has been appointedSwisher Hygiene's Area Vice President for the Central Midwest Region.
"On the heels of our recent Canadian acquisitions, we are expanding ourfootprint in the Midwest and are excited to bring Gateway ProClean,Inc. into the Swisher Hygiene family," said Steven R. Berrard, ChiefExecutive Officer of Swisher Hygiene. "Tommy's vast experience in theindustry will play an important role in our plans to expand our presenceas a major provider of warewash, laundry, cleaning chemical andfacility service solutions."
Swisher Hygiene is also pleased toannounce the acquisition of two chemical service companies in the stateof Florida. Total Cost Systems, Inc., as previously disclosed in theManagement Information Circular of CoolBrands International Inc. datedSeptember 24, 2010, has been in business over 31 years, providingspecialty chemicals, warewash, laundry and housekeeping services in theTampa, Orlando and Jacksonville markets. Both owners of Total CostSystems, Inc. – Keith Segrue and Bill Vaughn – will remain with SwisherHygiene, with Mr. Segrue becoming Vice President of Corporate Accountsand Mr. Vaughn accepting the position of Director of Chemical andDistributor Sales. In addition to Mr. Segrue and Mr. Vaughn, the entireTotal Cost Systems, Inc. team will be joining Swisher Hygiene.
SunState Chemical, LLC serves the central and west Florida markets,providing specialty chemicals, warewash, laundry and housekeepingservices. Chris Zimmerman, the operating owner of SunState Chemical,LLC, has joined Swisher Hygiene as its Regional Chemical Director. Priorto founding SunState Chemical LLC in 2007, Mr. Zimmerman spent thirteenyears at JohnsonDiversey in a number of positions from TerritoryManager to Area Vice President.
"We are truly hitting the groundrunning as a new public company, and the acquisition of Total CostSystems, Inc. and SunState Chemical, LLC will be an integral part ofexpanding our presence," added Mr. Berrard. "We are excited to retainthe talents of Keith, Bill and Chris, as we believe they will play avital role in developing Swisher Hygiene as a major provider ofwarewash, laundry, cleaning chemical and facility service solutions inthe Southeast."
As noted in previous disclosure and in this newsrelease, Gateway ProClean, Inc., Total Cost Systems, Inc. and SunStateChemical, LLC are three of seven acquisitions Swisher Hygiene has madesince announcing the merger of CoolBrands International Inc. and SwisherInternational, Inc. on August 18, 2010. The other acquisitions includeChem West Inc. in Northern California, and three franchisees of SwisherHygiene located in Toronto, Calgary and Edmonton, each of which operateunder the Sani-Service brand.
Collectively, the seven acquiredcompanies had approximately US$13.9 million in revenue for the twelvemonths prior to each acquisition. Total consideration for the sevenacquisitions was US$11.8 million, consisting of US$3.6 million in cash,assumed liabilities of US$1.2 million and the issuance of US$7.0 millionin promissory notes with maturities ranging from eight months to threeyears, of which US$5.0 million in notes may be converted into a maximumof 1,312,864 shares of Swisher Hygiene common stock subject to certainresale restrictions and subject to acceptance by the Toronto StockExchange. Additionally, certain sellers are eligible to earn cumulativecontingent consideration over the next three years of between US
.4million and US
.9 million, depending on achieving certain performancemetrics.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained inthis news release, including any information as to the future financialor operating performance of Swisher Hygiene, constitute "forward-lookinginformation" or "forward-looking statements" within the meaning ofcertain securities laws, including the provisions of the Securities Act(Ontario) and are based on the expectations, estimates and projectionsof management as of the date of this news release unless otherwisestated. Forward-looking statements include, but are not limited to,possible events and statements with respect to possible events. Thewords "plans," "expects," "is expected," "scheduled," "estimates," or"believes," or similar words or variations of such words and phrases orstatements that certain actions, events or results "may," "could,""would," "might," or "will be taken," "occur," and similar expressionsidentify forward-looking statements.
Forward-looking statementsare necessarily based upon a number of estimates and assumptions that,while considered reasonable by Swisher Hygiene as of the date of suchstatements, are inherently subject to significant business, economic andcompetitive uncertainties and contingencies. The estimates andassumptions of Swisher Hygiene contained in this news release, which mayprove to be incorrect, include but are not limited to, the variousassumptions set forth herein as well as: (1) the accuracy ofmanagement's assessment of the effects of the successful completion ofthe transaction; (2) the trading price of Swisher Hygiene's commonshares; and (3) there being no significant disruptions affecting SwisherHygiene's operations, whether due to labour disruptions, supplydisruptions, power disruptions, damage to equipment or otherwise. All ofthese assumptions have been derived from information currentlyavailable to Swisher Hygiene including information obtained by SwisherHygiene from third-party sources. These assumptions may prove to beincorrect in whole or in part. All of the forward-looking statementsmade in this news release are qualified by the above cautionarystatements and those made in the "Risk Factors" section of the mostrecently filed management information circular of CoolBrandsInternational Inc. dated September 24, 2010 and Swisher Hygiene's otherfilings with Canadian securities regulators which are available onSwisher Hygiene's SEDAR profile at www.sedar.com. These factors are notintended to represent a complete list of the factors that could affectSwisher Hygiene.
The forward-looking information set forth inthis news release is subject to various assumptions, risks,uncertainties and other factors that are difficult to predict and whichcould cause actual results to differ materially from those expressed orimplied in the forward-looking information.
Swisher Hygienedisclaims any intention or obligation to update or revise anyforward-looking statements, except to the extent required by applicablelaw.
About Swisher Hygiene Inc.
SwisherHygiene Inc., formerly known as "CoolBrands International Inc.", is aTSX-listed company that provides hygiene solutions to customersthroughout much of North America and internationally through its globalnetwork of 65 company-owned operations, 12 franchises and 10 masterlicensees covering the United Kingdom, Ireland, Portugal, theNetherlands, Singapore, the Philippines, Taiwan, Korea, HongKong/Macau/China, and Mexico. These solutions include products andservices that are designed to promote superior cleanliness andsanitation in commercial environments, enhancing the safety,satisfaction and well-being of employees and patrons. Swisher Hygieneserves customers in a wide range of end-markets, with a particularemphasis on the foodservice, hospitality, retail, industrial andhealthcare industries across North America.
CONTACT: Swisher Hygiene Inc.Investor Contact:Amy Simpson(704) 602-7116ICRDon Duffy(203) 682-8215Media Contact:Alecia Pulman(203) 682-8332