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.
