Horizon North Logistics Inc. (“Horizon North” or the “Corporation”) (TSX: HNL.TO) announced today that the Corporation has entered into a binding letter of intent (the “Binding Letter of Intent”) with respect to the acquisition of Shelter Modular Inc. (“Shelter Modular”) and provided an update on the Corporation’s Modular Solutions operations.
Shelter Modular Acquisition
Horizon North and Shelter Modular, a full-service modular construction provider based in Aldergrove, British Columbia, have signed a Binding Letter of Intent pursuant to which Horizon North has agreed to make an offer to purchase (the “Offer”) all of the issued and outstanding common shares of Shelter Modular (the “Shelter Shares”) for $4.75 million, payable in a mix of common shares of Horizon North (“Horizon Shares”) and assumption of existing debt. The Binding Letter of Intent is subject to certain conditions, including the receipt of all necessary and required consents, including those from the Toronto Stock Exchange and the Corporation’s lending syndicate. The transaction is scheduled to close in mid-April 2018.
The Offer will be made pursuant to an exempt take-over bid. The Offer will be subject to a number of conditions including, among others, there being validly deposited under the Offer and not withdrawn such number of Shelter Shares that represents at least 90% of the outstanding Shelter Shares calculated on a fully-diluted basis. Certain conditions may be waived by Horizon North at any time both before and after the time of expiry of the Offer. Shelter Modular has agreed not to solicit further offers or initiate discussion or negotiations with any third party with respect to an alternative transaction involving Shelter Modular until closing of the transaction.
“The strategic acquisition of Shelter Modular immediately provides Horizon North with additional manufacturing capacity to meet increasing demand in our Modular Solutions division,” says Rod Graham, President and Chief Executive Officer of Horizon North. “Along with exposure to future opportunities to grow the modular business and gain additional market share, this acquisition provides for improved access to lower mainland British Columbia. This lowers transportation costs and increases labour efficiency to provide best in class service for our existing municipal and provincial government clients.”
In addition to several contracts being executed to provide modular housing solutions for the Vancouver Affordable Housing Agency (“VAHA”), the Corporation is also working closely with the BC Housing Management Commission (“BC Housing”) as they execute on a commitment from the Government of British Columbia (the “Province”) to build supportive homes for people struggling with homelessness. In addition to $291 million allocated in 2017 to support the construction of 2,000 modular housing units across various centres in British Columbia, the Province’s Budget 2018 provides substantial additional funding over the next three years to continue building affordable and student housing infrastructure across the province.
“Building on our current successful construction projects with VAHA and BC Housing, Horizon North is committed, through this new property and our Center of Excellence facility on traditional Tk’emlúps te Secwe’pemc land in Kamloops, to providing a made-in-British-Columbia solution to support the work of these government agencies in introducing critically needed housing for vulnerable BC citizens,” adds Rod Graham.
Modular Solutions Update
Horizon North continues to add certainty to its Modular Solutions project portfolio for the remainder of 2018 and beyond. As of February 28, 2018, backlog in the Modular Solutions division sits at $46.2 million with high probability line of sight to an additional $131.4 million of projects. This compares to $43.9 million and $148.0 million respectively at December 31, 2017.
In the first two months of 2018, several high probability opportunities converted into backlog and more than offset the projects executed in the same timeframe. The backlog and high probability opportunities at February 28, 2018 consist of a variety of development projects, including government sponsored affordable housing, multi-phased condominiums, hotels, hostels, Aboriginal housing and commercial infrastructure, and Karoleena residential homes.
“We are encouraged by the growth of our Modular Solutions portfolio and its increasing profile as a percentage of our overall revenues,” says Rod Graham, President and Chief Executive Officer of Horizon North. “We are also pleased to see a growing diversification in our projects, including a recently signed contract with Hostelling International Canada to construct a new purpose-built hostel in Jasper, Alberta.”
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 Industrial Services division supplies workforce accommodations, camp management services, access solutions, maintenance and utilities. Our Modular Construction division 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. 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.
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 SW, Calgary, AB T2P 4H4; Telephone (403) 517 – 4654, Fax (403) 517 – 4678; website: www.horizonnorth.ca
This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Horizon North. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “will”, “expects”, “believes”, “anticipates” and similar expressions. This press release contains forward-looking statements pertaining to, among other things, the following: the making of the Offer, conditions of the Offer, anticipated timing for closing of the transaction, benefits of the transaction and growth of the Corporation’s Modular Solutions portfolio.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Horizon North as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The estimates and assumptions of Horizon North used for this press release may prove to be incorrect. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and in some instances to differ materially from those anticipated by Horizon North and described in the forward-looking statements contained in this press release, including risks relating to the demand for modular structures. Risk factors that could affect Horizon North’s operations and financial results include failure to complete the Offer, failure to receive required regulatory approvals for the Offer and the ability of Horizon North to successfully implement its strategic initiatives and achieve expected benefits from the transaction. Additional information on these and other risks, uncertainties and factors that could affect Horizon North’s operations and financial results are included in Horizon North’s annual information form and other documents which may be accessed through the SEDAR website at www.sedar.com.
Although Horizon North believes that the material factors, expectations and assumptions expressed in such forward-looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance. Horizon North’s actual results may differ materially from those expressed or implied in forward-looking statements and readers should not place undue importance or reliance on the forward-looking statements. Statements including forward-looking statements are made as of the date they are given and, except as required by applicable securities laws, Horizon North disclaims any intention or obligation to publically update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.