SNV to acquire USA based Terra-Kleen SONIC ENVIRONMENTAL SOLUTIONS INC.
Transmitted by CNW Group on : September 27, 2005 06:00
Sonic to acquire USA based Terra-Kleen Response Group Inc.
TSX Venture Exchange Symbol: SNV
VANCOUVER, Sept. 27 /CNW/ - Adam Sumel, President and CEO of Sonic
Environmental Solutions Inc. (SNV-TSX Venture Exchange) today announced that
the Company has entered into an agreement to acquire 100% of the shares of
Terra-Kleen Response Group, Inc. ("Terra-Kleen") based in San Diego,
California. Terra-Kleen operates proprietary and patented technologies for the
remediation of contaminated soil through a solvent extraction process which
removes and concentrates contaminants. The Company has an established
operating history with the Environmental Protection Agency in the USA and has
licenses in both Japan and Australia. Terra-Kleen is privately held by founder
Alan Cash who will join the Sonic management team as President of USA
Operations. The transaction will be effected through a merger between
Terra-Kleen and a newly incorporated subsidiary of Sonic in the United States.
Mr. Sumel commented, "This acquisition enables Sonic to accelerate our
international market penetration and gives Sonic an established presence in
the important USA market. We expect to add our PCB Sonoprocess(TM) for the
destruction of PCBs to the existing Terra-Kleen extraction processes to
provide a complete treatment capability for that process. The Terra-Kleen
process is entirely complementary to our own technology and gives Sonic added
flexibility in meeting the entire spectrum of customer expectations with
respect to cost, treatment time and space considerations. We are also
delighted to add an environmental industry veteran with the management
expertise and track record of Mr. Alan Cash to the Sonic executive team."
Terra-Kleen was founded in 1993 and holds patents for a non-thermal
solvent extraction process which can be quickly and easily deployed on-site
for the treatment of soil contaminated with pesticides, PCB, dioxins, furans
and other persistent organic pollutants. Terra-Kleen's technology is field
proven with an excellent track record at USA Superfund sites and successful
performance on remediation contracts worth over US$25 million.
Mr. Alan Cash, founder and sole owner of Terra-Kleen, stated: "Terra-
Kleen, combined with Sonic's Sonoprocess(TM) technology, can more effectively
penetrate and deploy into the global soil remediation market. Furthermore, as
a combined entity we should have increased access to capital and a broader
management team, which will allow us to more quickly advance the development
of current and additional applications for our technologies. I am looking
forward to being part of the Sonic team."
The total consideration for the Terra-Kleen acquisition is a maximum of
approximately US$8 million. On Closing of the acquisition ("Closing"), the
shareholders of Terra-Kleen will receive an initial re-payment of shareholder
loans of US$488,000 and be issued Sonic common shares with a value of
US$500,000 at a minimum price of CDN$2.50 per share. A further US$500,000 in
Sonic common shares will be issued at market value six months following the
Closing. The remaining consideration is based directly on the performance of
the Terra-Kleen business over the next three years. Most of the performance
payments will follow a formula that closely approximates net income from the
business, with payments comprised of a minimum of 30% cash and the balance
payable by either cash or Sonic common shares, at Sonic's discretion.
The acquisition is subject to various conditions, including regulatory
approval, satisfactory completion of due diligence, and to Sonic completing an
additional financing within 120 days of signing of the Agreement.
Sonic Environmental Solutions Inc.
The Sonoprocess(TM) Company
Adam R. Sumel, President & CEO
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responsibility for the adequacy or accuracy of this release. The
statements contained in this release that are not historical facts are
forward-looking statements, which involve risks and uncertainties that
could cause actual results to differ materially from targeted results.
The Company relies upon litigation protection for forward-looking
statements.