Horizon North Logistics Inc. (“Horizon North” or the “Corporation”) (TSX: HNL.TO) announced today that the Corporation has entered into a binding purchase and sale agreement (the “Binding Purchase Agreement”) with respect to the acquisition of NRB Inc. (Canada) (“NRB Canada”), a full-service modular construction provider based in Grimsby, Ontario.
Pursuant to the Binding Purchase Agreement, Horizon North has agreed to purchase (the “Purchase”) all of the outstanding shares of NRB Canada for $16.5 million, payable in a mix of common shares of Horizon North (“Horizon Shares”) and cash. The Binding Purchase Agreement is subject to certain conditions, including the receipt of all necessary and required consents, including those from the Toronto Stock Exchange. The transaction is scheduled to close in early April 2019.
“The integration of these two companies means the unification of products and expertise that lead the way in Canada’s modular construction industry,” says Rod Graham, President and Chief Executive Officer of Horizon North. “With this new base in Southern Ontario, Horizon North is leveraging the stability of our balance sheet to take the next step in our pan-Canadian growth strategy. Like our other locations in Kamloops, Aldergrove and Calgary, the NRB Canada manufacturing facility is strategically located near major transportation routes and a diverse labour pool, meaning we are now well-situated to provide our turn-key modular solutions across the country. Equal in importance to the growth in the territories we serve is the expansion in product portfolio that will be realized through this integration.”
“Horizon North’s expertise in wood-frame modular structures will expand to eastern Canada, providing solutions for affordable social, student, senior and First Nations housing, in addition to hotels, commercial space and single and multi-family homes,” says Joseph Kiss, President of Horizon North’s Modular Solutions business. “At the same time, NRB Canada’s expertise in steel-frame non-combustible modular structures will be available to projects in western Canada, including facilities for health care, recreation, and education purposes, as well as retail, hospitality and utilities structures. Our pan-Canadian entity will be well-positioned to capture multiple end markets in modular construction.”
“For the 40 years NRB Canada has been in business, we have been guided by values of teamwork, professionalism, innovation and integrity,” say Bob and Craig McNeil, co-owners of NRB Canada. “Those values will remain unchanged as we embark on this next part of our journey with Horizon North. This integration expands our capabilities and expertise and represents an opportunity for our modular structures to serve customers across Canada. It also means continued stable employment for the employees who are part of our NRB Canada family and live in the Grimsby area.”
About Horizon North
Horizon North is a publicly listed corporation (TSX: HNL.TO) providing a full range of industrial, commercial, and residential products and services. Our Modular Solutions business integrates modern design concepts and technology with state of the art, off-site manufacturing processes; producing high quality building solutions for commercial and residential offerings including offices, hotels, and retail buildings, as well as distinctive single detached dwellings and multi-family residential structures. Our Industrial Services business supplies workforce accommodations, camp management services, access solutions, maintenance and utilities. As a result of our diverse product and service offerings, Horizon North is uniquely positioned to meet the needs of our customers in numerous sectors, anywhere in Canada.
About NRB Canada
NRB Canada is a successful, customer-driven manufacturer of quality modular buildings and supplier of related products and services. NRB Canada has served the needs of the institutional, industrial, retail and commercial markets since 1979. From innovative design engineering through to off-site fabrication in our controlled environment to final on-site completion, NRB Canada builds modular buildings of impressive design, finish and performance. NRB Canada’s projects range in size and scope, and include applications in the educational, retail, commercial, health care, industrial and institutional construction markets.
Additional information related to Horizon North, including the Corporation’s annual information form, press releases, financial statements and MD&A are available on SEDAR at www.sedar.com
For further information, please contact Rod Graham, President and Chief Executive Officer or Scott Matson, Senior Vice President Finance and Chief Financial Officer, 900, 240 – 4th Avenue S.W., Calgary, Alberta T2P 4H4; Telephone (403) 517 – 4654, Fax (403) 517 – 4678; website: www.horizonnorth.ca
This news release contains certain statements or disclosures relating to Horizon North that are based on the expectations of its management as well as assumptions made by and information currently available to Horizon North which may constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Horizon North anticipates or expects may, could or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words “believe”, “intend”, “may”, “would”, “will” and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: the Binding Purchase Agreement and the terms thereof; the Corporation’s completion of the Purchase and the timing and determining factors associated therewith; and the potential benefits and effects of the Purchase in respect of the business of Horizon North and its subsidiaries.
The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of Horizon North including, without limitation: the ability of the Corporation to realize benefits from the Binding Purchase Agreement; that all necessary and required consents in respect of the Purchase, including those from the Toronto Stock Exchange, will be received; that Horizon North will continue to conduct its operations in a manner consistent with past operations; the general continuance of current or, where applicable, assumed industry conditions; availability of debt and/or equity sources to fund Horizon North’s capital and operating requirements as needed; and certain cost assumptions in respect of the Horizon Shares.
Horizon North believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements including, without limitation: general economic, market and business conditions; the Corporation’s future capital requirements; execution risk in connection with the Binding Purchase Agreement; demand for the Corporation’s products and services; unforeseen legal or regulatory developments; and certain other risks detailed from time to time in Horizon North’s public disclosure documents including, without limitation, those risks identified in this news release, and in Horizon North’s annual information form, copies of which are available on Horizon North’s SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Corporation undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.