CORRECTION FROM SOURCE: SustainCo Inc. to Acquire VCI Controls Inc.
20 December 2013 - 8:39AM
Marketwired
CORRECTION FROM SOURCE: SustainCo Inc. to Acquire VCI Controls Inc.
TORONTO, ONTARIO--(Marketwired - Dec 19, 2013) -
This press release replaces the previous one sent at 15:55 ET,
as there was a duplication error in the body of the original
release.
SustainCo Inc. (the "Company" or "SustainCo") (TSX-VENTURE:SMS)
announces that it has entered into agreements with PriceCo Inc.
("PriceCo") and Tannenberg Management Inc. ("TMI"), the
shareholders of VCI Controls Inc. ("VCI"), for the purchase of all
of the issued and outstanding shares in the capital of VCI.
"SustainCo is very excited about this acquisition and working
with the team at VCI to continue to move the Company's strategy of
providing the highest level of products and services in the market.
The addition of VCI to our Solutions and Services group expands our
platform and allows us to offer a broader range of solutions,
including controls and performance monitoring, to the new build
business and our expanding energy retrofit / sustainable solutions
business", stated Emlyn David, CEO of Sustainco.
The Company has entered into a share purchase agreement and
assignment agreement with PriceCo and TMI respectively
(collectively the "Agreements") for the purchase of all of the
issued and outstanding subordinate voting and multiple voting
shares in the capital of VCI for the aggregate purchase price of
$2,300,000.
The Purchase Price will be satisfied through the payment of
$100,000 cash, the issuance of 4,444,444 common shares in the
Company (the "Shares") at an issue price of $0.1125 per Share for
an aggregate value equal to $500,000, and the assumption of debt in
the amount of $1,700,000 owing to TMI by PriceCo (the "Debt"). The
Debt was acquired through an assignment by TMI for the purchase
price of $625,000. The Company will cancel the Debt upon closing of
the transactions contemplated by the Agreements, which is subject
to TSX Venture Exchange approval.
About VCI
VCI Controls Inc. is a leading supplier of building technologies
and services that improve comfort, safety, energy efficiency, and
occupant productivity. It is an industry leader in the development
of intelligent building technology, including the integration of
all building systems utilizing the latest in communications
technologies and standards. VCI's business focuses on digital
controls and mechanical services, performance monitoring, and
energy efficiency solutions.
Founded in 1981, VCI is headquartered in Toronto with branch
offices in Ottawa, Montreal, Halifax and Pembroke. It has been a
pioneer in the development of direct digital controls and continues
to be a leader in the industry in product development.
VCI has an installed customer base of over 1,400 clients
including installs in very large and complex buildings such as the
National Art Gallery of Canada, the RCMP complex in Ottawa, the
Canadian Forces Base in Halifax, and the Billy Bishop Airport in
Toronto.
VCI's Mechanical Service Group offers a comprehensive suite of
mechanical HVAC services ranging from design-build to preventive
maintenance. Its licensed HVAC technicians have the added advantage
of collaborating with VCI's BAS control technicians to gain a
complete understanding of a building, resolving complex customer
issues with a single call.
VCI's strategic partnerships allow it to provide value added
services to its clients. Through VCI's partnership with Dimax
Controls, VCI offers the VCI-Dimax Performance Monitoring service,
which allows for the real-time monitoring of utility meters and key
BAS data in a building. Additionally, VCI's partnership with
EnergyEX Ltd. (www.energyex.ca) affords it the ability to develop
sustainable energy retrofit solutions which meet payback and
environmental stewardship criteria. Through continuous real-time
monitoring and tuning, VCI is accountable for the results.
About SustainCo
SustainCo is a leading provider of sustainable infrastructure
solutions and services. SustainCo solutions and services offer
long-term customer value and environmental sustainability through a
broad offering including alternative energy solutions, energy
efficiency, innovative facility technology solutions, and facility
maintenance services to customers in the multi-residential and ICI
"industrial commercial and institutional" sectors across Canada.
SustainCo focuses on both new build and retrofit markets.
Certain statements in this press release are forward-looking
statements. The reader is cautioned that assumptions used in the
preparation of such information, although considered reasonable by
the Company at the time of preparation, may prove to be incorrect.
Forward-looking statements, specifically those concerning future
performance, the completion of the Private Placement, consolidation
of indebtedness and the Secured Note Offering and other statements
that are not historical fact, are subject to certain risks and
uncertainties, and actual results may differ materially from the
Company's plans and expectations. These plans, expectations, risks
and uncertainties are detailed herein and from time to time in the
filings made by the Company with the Exchange and securities
regulators. The Company does not assume any obligation to update or
revise its forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Trading in the securities of the Company should be considered
highly speculative. All forward-looking information contained in
this news release is expressly qualified in its entirety by this
cautionary statement.
Neither the Exchange, nor its Regulation Services Provider
(as that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release.
No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained
herein.
SustainCoEmlyn DavidPresident, Chief Executive Officer and
Chairman(416) 840-5002
Sustainco (TSXV:SMS)
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