Home > Investor Relations > Press Releases

Investor Relations

Press Releases

Back to the press releases

EnGlobe Corp. Expanding Operations in the United Kingdom

Burlington, ON, March 25, 2008 – EnGlobe Corp. (EG –TSX), a leading international integrated environmental services company, announced today that it has completed the acquisition of Celtic Technologies Ltd. in the United Kingdom, a move to consolidate and strengthen the existing European operations of its site assessment and remediation business unit. 

This transaction will establish EnGlobe, through the operations of its UK subsidiaries, Biogenie Site Remediation Limited and Celtic Technologies, as a substantial provider of soil remediation services in the United Kingdom where growing environmental concerns and regulations encouraging sustainable reuse and recycling have led to rising demand for the remediation of contaminated sites.

“We will now be better positioned, from both a geographical and technical perspective, to meet growing market demand across the UK where, for example, brownfield housing development is a national priority and much of the land available requires remediation.” stated Aline Bélanger, Interim President and Chief Executive Officer of EnGlobe.

Celtic Technologies was founded in 1992 and is a ground remediation contractor with operating locations in Wales, Northern England, and the Midlands. Together, the joint and complementary capabilities of Biogenie and Celtic Technologies add further critical mass to EnGlobe’s site assessment and remediation operations in the UK. The vision for the business is to offer to the market the combined expertise and products of both companies throughout this country and into Europe. “This represents a unique opportunity to join forces and position our combined company as the leader at a critical time when the market requires reliable cost-effective land remediation solutions we can provide.” added Barry Ellis, the founder and Managing Director of Celtic Technologies. 

EnGlobe will acquire the shares of privately held Celtic Technologies for a total purchase price of  £7M at closing through a combination of cash (£5.25M) and EnGlobe common shares (£1.75M).  Shareholders of Celtic Technologies will receive up to an additional £2M in cash and EnGlobe common shares if Celtic achieves certain performance levels in the future.

Concurrently with the completion of the acquisition of Celtic Technologies, EnGlobe also entered into an amended and restated credit agreement with its lenders for $73 million to add Biogenie, its UK subsidiary, as a borrower under the term facility and the revolver facility, to amend certain financial covenants and to effect certain other amendments to the original credit agreement.  The funds advanced by the lenders at closing under the amended and restated credit agreement will be used for the purchase price for the acquisition of the shares of Celtic Technologies and working capital adjustments related to the acquisition, with the remainder to be used for transaction expenses and the reduction of the revolver as provided pursuant to the Amended and Restated Credit Agreement.

Certain nominees of ONCAP Management Partners L.P. and its affiliates also simultaneously completed a private placement financing with EnGlobe for the aggregate subscription price of $9.725 million.  The ONCAP subscribers purchased 7,375,000 Series 2 preferred shares of EnGlobe at $0.40 per share and $6,775,000 of aggregate principal amount of Series B debenture, all on terms and subject to conditions set out in a subscription agreement entered into by and among the ONCAP subscribers and the Company. Pursuant to certain financing fees associated with the private placement, the ONCAP subscribers were also issued 470,745 preferred shares and $271,000 of aggregate principal amount of Series B debenture. 

The preferred shares are voting securities and convertible at any time by the holders thereof on the basis of one preferred share for each EnGlobe common share.  Holders of the preferred shares are entitled to receive, subject to certain exceptions, a fixed, cumulative dividend per preferred shares equal to 3% of the issue price per annum and are redeemable by the Company, at its option, on or after March 31, 2014 at the issue price plus all accrued and unpaid dividends. The Series B debenture is secured, non convertible and, subject to certain exceptions, bears interest on the principal amount at 15% per annum, compounded and payable quarterly with 3% per annum payable in cash on each applicable interest payment date and 12% per annum capitalized on each applicable interest payment date and added to the principal amount, all in accordance with the terms of such debenture. The Company may repay all or a portion of the principal amount of the debenture at any time without penalty after the first anniversary of closing.

The proceeds from the ONCAP financing will also be used to pay the acquisition transaction expenses, to reduce the revolving portion of the amended and restated credit agreement and for working capital purposes.

About EnGlobe

EnGlobe Corp. is a leading international integrated environmental services company specializing in the management of organic-based waste streams and contaminated soils, with an emphasis on beneficial reuse.  EnGlobe offers cost-effective solutions to municipal, commercial and industrial clients in Canada, the north eastern United States, the United Kingdom and France through its subsidiaries Biogenie, for site assessment and remediation, GSI Environment, for organic waste management, and Tanknology Canada, for tank testing and calibration.

EnGlobe Corp. is listed on the Toronto Stock Exchange under the ticker symbol EG. Additional information is available at www.englobecorp.com.


Forward-Looking Information

This press release contains forward-looking statements. Such statements relate to, among other things, sales growth, expansion and growth of the Company’s business, future capital expenditures and the Company’s business strategy. While the Company considers these factors and assumptions to be reasonable, they may prove to be incorrect. Forward-looking statements are subject to inherent uncertainties and a number of factors could cause actual results to differ materially from those in the forward looking statements, including, but not limited to: general industry and economic conditions, changes in the Company’s relationships with its suppliers, pricing pressures and other competitive factors, the availability and costs of fuels and utilities, the results of the Company’s ongoing efforts to improve cost effectiveness, changes in regulatory requirements affecting the Company’s business and the availability and terms of financing. Other Risk Factors are set out and described in the Company’s Annual Information Form which is available at www.sedar.com. Consequently, actual results and events may vary significantly from those included in, contemplated by or implied by such forward-looking statements. In evaluating forward-looking statements, readers should specifically consider the various factors that could cause actual events or results to differ materially from such forward-looking statements. Forward looking statements are given only as at the date of this press release and the Company disclaims any obligation to update or revise the forward looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

For further information, contact:

Investors:     
Aline Bélanger      
Interim President and Chief Executive Officer  
EnGlobe Corp.     
905-335-2100 x 5026     

Media:
Lynne Lagacé
Director, Communications
EnGlobe Corp.
450-929-4949 x 255


Copyright © 2008 EnGlobe Corp. - All rights reserved.