REGINA, SK, June 1, 2022 /CNW/ - SSC Security Services Corp. (TSXV: SECU) (OTCQX: SECUF) ("SSC" or the "Company) is pleased to announce that it has completed the acquisition (the "Acquisition") of all of the common shares ("Logixx Shares") of Logixx Security Inc. ("Logixx") from its corporate owner, Avante Logixx Inc. (TSXV: XX) (OTC: ALXXF) ("Avante") on the terms set out in the Share Purchase Agreement ("Purchase Agreement") announced by the Company in its March 30, 2022 news release. Pursuant to the Purchase Agreement, SSC acquired all of the issued and outstanding common shares of Logixx for a total purchase price of approximately $23.95 million (the "Purchase Price") in an all-cash transaction, subject to standard working capital, debt, and other closing adjustments. The full text of the Purchase Agreement may be found under SSC's issuer profile at www.sedar.com.
CHIEF EXECUTIVE OFFICER COMMENTS ON THE TRANSACTION
Doug Emsley, Chairman, President & Chief Executive Officer of SSC, commented: "The acquisition of Logixx by SSC is a key outcome of our strategic decision to use our balance sheet to create a truly national security business in Canada. This is the third in a series of acquisitions over the past 18 months, and it is the one that really gives us scale and a national presence from coast to coast. We funded it with cash on hand and no dilution to shareholders, completing our transformation into a debt-free well-funded national physical and cyber security company.
"I want to welcome the Logixx team to SSC. We look forward to working with you as we grow the business for many years to come."
TRANSACTION HIGHLIGHTS
- By approximately quadrupling SSC's pro forma annual revenue and adjusted EBITDA*, the Acquisition has created the largest publicly-traded security company in Canada
- Brings together two highly-experienced and complementary management teams with minimal geographic overlap to leverage SSC's large, liquid balance sheet and Logixx's well-established revenue and EBITDA profile
- The combined companies are profitable and extremely well-capitalized, providing physical and cyber security across Canada through more than 2,100 employees.
- Together, the companies will serve some of the largest corporate and public sector enterprises in Canada, and it is expected that the combination will enable significant growth and cross-selling opportunities for both SSC's cyber security platform, which is housed in SRG Security Resource Group Inc. (acquired by SSC in 2021), as well as for Logixx's tech-enabled monitoring and security platforms
- SSC will maintain its quarterly dividend at the current level of $0.03 per SSC Share (which equates to $0.12 annualized). On a pro forma basis, SSC's dividend payout ratio as a percentage of estimated annual Adjusted EBITDA* will improve from approximately 80% to under 35%.
- The Acquisition was entirely funded by SSC's cash on hand with no dilution to shareholders
- Cost synergies are expected to be realized by eliminating duplicate overhead costs
- The board of directors of SSC unanimously approved the Acquisition
ADVISORS
McKercher LLP is acting as legal counsel to SSC.
ABOUT SSC
SSC Security Services Corp. (TSXV: SECU) (OTCQX: SECUF) is a leading provider of cyber and physical security services to corporate and public sector clients across Canada. For more information, please visit www.securityservicescorp.ca.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward Looking Statements
This release includes forward-looking statements regarding SSC and its business. Such statements are based on the current expectations and views of future events of SSC's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting SSC, including risks regarding the security industry, the agricultural industry, economic factors and the equity markets generally and many other factors beyond the control of SSC. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and SSC undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
*Non-IFRS Measures
SSC measures key performance metrics established by management as being key indicators of the Company's strength, using certain non-IFRS performance measures, including: EBITDA, EBITDA per share, Adjusted EBITDA, and Adjusted EBITDA per share.
The Company uses these non-IFRS measures for its own internal purposes. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and these measures may be calculated differently by other companies. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The Company provides these non-IFRS measures to enable investors and analysts to understand the underlying operating and financial performance of the Company in the same way as it is frequently evaluated by Management. Management will periodically assess these non-IFRS measures and the components thereof to ensure their continued use is beneficial to the evaluation of the underlying operating and financial performance of the Company. For more detailed information, please refer to page 23 and 24 of the the Company's Management Discussion and Analysis dated May 16, 2022 available on the Company's website at www.securityservicescorp.ca and on SEDAR at www.sedar.com.
SOURCE SSC Security Services Corp.
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