Decisive Dividend Corporation Completes Acquisition of Slimline Manufacturing Ltd.

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(TheNewswire)

   

May 31, 2018 / TheNewswire / Kelowna, British Columbia - Decisive Dividend Corporation (TSX-V: DE) (“Decisive” or the “Corporation”), a growth-oriented acquisition company, is pleased to announce that it has completed its previously announced acquisition (the “Slimline Acquisition”) of Slimline Manufacturing Ltd. (“Slimline”).

 

In satisfaction of the base purchase price of $7,000,000, Decisive made a cash payment to the vendors of $6,000,000 from the proceeds of its new credit facility and issued to the vendors an aggregate of 257,733 common shares of Decisive at a deemed price of $3.88 per share, being the volume weighted average trading price of the common shares of Decisive for the ten trading day period ended May 29, 2018 (the “Closing 10-Day VWAP”) which was the last trading day prior to May 30, 2018.

 

The base purchase price is subject to customary adjustments for working capital as well as a potential earn-out payment of up to $1,500,000 based upon the financial performance of Slimline for the twelve- month period ending July 31, 2018.  Any adjustments for working capital will be made in cash while any earn-out payment will be paid six-sevenths (6/7) in cash and one-seventh (1/7) through the issuance of additional common shares of Decisive based upon the Closing 10-Day VWAP.

 

As a result of the completion of the Slimline Acquisition, for the period ended December 31, 2017 for Decisive and for the trailing twelve months ended March 31, 2018 for Slimline, the combined pro forma Adjusted EBITDA of the Decisive group of companies, including completed acquisitions [for which period] was $5.62 million, with combined pro forma Adjusted EBITDA available for growth or distribution being $1.2 million, and combined pro forma Adjusted EBITDA available per share being $0.87.  See “Financial Information regarding Slimline” and “Non-GAAP Financial Measures” below.

 

James Paterson, Chief Executive Officer of Decisive, said:

“We are extremely excited about the acquisition of Slimline.  Slimline will assist our production capacity at Blaze King, support product lines at Unicast as well as bring a whole new customer base to the Decisive group of companies. We welcome the executive team of Slimline, including Slimline’s new Vice President, John McMillan, to the Decisive group and know they will be an important part of our future going forward.”

 

Further information regarding Slimline and the Slimline Acquisition is set forth in the preliminary short form prospectus dated May 25, 2018 in respect of the Corporation’s best efforts public offering of common shares of, a copy of which is available on the Corporation’s profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

 

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About Decisive Dividend Corporation

 

Decisive Dividend Corporation is an acquisition-oriented company, focusing on the manufacturing sector.  The Corporation uses a disciplined acquisition strategy to identify already profitable, established companies that have strong management teams, generate steady cash flow, operate in non-cyclical markets, and have opportunity for future growth.

  

FOR FURTHER INFORMATION PLEASE CONTACT:

 

Mr. David Redekop, Chief Financial Officer

#201, 1674 Bertram Street

Kelowna, BC V1Y 9G4

Telephone: (250) 870-9146

 

Cautionary Statements

 

Forward-Looking Statements

 

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on management’s current beliefs, assumptions and expectations as to the outcome and timing of such future events.  Actual future results may differ materially. In particular, this press release contains forward-looking information relating to the completed acquisition referred to herein.  The forward-looking information contained in this release is made as of the date hereof and the Corporation is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

 

Financial Information regarding Slimline

Financial information regarding Slimline is based upon financial information prepared by management of Slimline and provided to the Corporation.  The financial information relating to Slimline has not been the subject of an audit by an auditor.  No person (including the Corporation, any agent or any of their respective directors, officers, or representatives) makes any representation or warranty relating to the financial information relating to Slimline contained in this material change report.

Non-GAAP Financial Measures:

In this press release, “Adjusted EBITDA” is defined as earnings before interest, income taxes, depreciation, amortization, other non-cash items such as gains or losses recognized on the fair value of contingent consideration items, asset impairment and restructuring costs, and any unusual non-operating one-time items such as acquisition costs.  Adjusted EBITDA are used by management of the Corporation to assess the financial performance of the Corporation (and its operating subsidiaries) or to assess the performance of a company proposed to be acquired by the Corporation.  

Readers are cautioned that:

  • -.Non-GAAP Financial Measures, such as Adjusted EBITDA, are not recognized financial measures under generally applicable generally accepted accounting principles (GAAP), being International Financial Reporting Standards (IFRS) in the case of Decisive and Accounting Standards for Private Enterprises (ASPE) in the case of the companies proposed to be acquired by Decisive; 

  • -.the Corporation’s method of calculating Non-GAAP Financial Measures, such as Adjusted EBITDA, may differ from that of other corporations or entities and therefore may not be directly comparable to measures utilized by them; 

  • -.Non-GAAP Financial Measures, such as Adjusted EBITDA, should not be viewed as an alternative to measures that are recognized under GAAP such as net income or cash from operating activities; and 

  • -.the reader should not place undue reliance on any Non-GAAP Financial Measures. 

 

Not for distribution in the United States

This press release is not for distribution to U.S. Newswire Services or for dissemination in the United States.

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.

Copyright (c) 2018 TheNewswire - All rights reserved.