Enerflex Ltd. (TSX:EFX) ("Enerflex" or the "Company"), announced today that it
has entered into a definitive agreement to acquire the international contract
compression and processing business, as well as the after-market services
business of Axip Energy Services, LP ("Axip") for US$430 million in cash,
subject to certain purchase price adjustments ("Acquisition").


The transaction is consistent with Enerflex's objective of increasing recurring
revenue streams and expanding geographic markets while supporting the Company's
strategy of being a global supplier of turnkey energy solutions through
compression, processing and electric power equipment sales, after-market service
and contract operations. 


"This acquisition provides Enerflex with an established platform to expand into
growing geographies in a business with attractive margins and recurring revenue.
It accelerates our ability to deliver full cycle contract services and
cross-sell fabrication product offerings into high-growth international
markets," stated J. Blair Goertzen, Enerflex's President and Chief Executive
Officer. 


Key Highlights



--  Materially increases recurring revenue and gross margin. Contracted
    compression, processing and maintenance businesses are highly profitable
    and provide stable, predictable and repeatable cash flow; 
    
--  Significantly increases size and scale of global product and service
    offerings; 
    
--  Provides new access to attractive oil and gas producing countries
    including Mexico, Argentina, Brazil, Peru and Thailand. Enhances
    existing operations in Bahrain, Colombia, Malaysia and Indonesia and
    diversifies Enerflex's customer base and revenue streams; 
    
--  Provides meaningful "cross-sell" fabrication revenue opportunities
    through expanded presence in attractive international regions; 
    
--  Captures first-mover advantage in Mexico's recently announced oil and
    gas industry liberalization initiatives through Enerflex's ability to
    provide single-source solutions for fabrication, compression and
    processing and treating; 
    
--  Adds a strong contract operations management team currently led by
    Patricia Martinez, Senior Vice President of Axip International Contract
    Services. Ms. Martinez will join Enerflex's executive management team as
    President, Latin America and will be responsible for the expansion and
    growth of the contract operations business and Enerflex's product sales
    in the region; and 
    
--  The purchase price represents an acquisition multiple of 7.5x 2013
    EBITDA, after adjusting for certain non-recurring revenues and costs,
    which will not be required for the business going forward, and excluding
    any potential synergies. Enerflex expects the transaction to be
    immediately accretive to earnings per share. 



Acquired Business

Axip's international contract compression and processing business and
after-market service is a leading provider of global energy services.
Headquartered in Houston, Texas, Axip's international business has 173 employees
with operations in Mexico, South America, Southeast Asia and the Middle East.
Key energy infrastructure assets to be acquired include a 448 unit compression
fleet totaling approximately 285,000 horsepower, running at utilization levels
above 90% and having an average fleet age of approximately 5.5 years. As well,
the assets to be acquired include gas treating facilities in Mexico, Argentina
and Peru. All members of the current Axip international senior management team
will stay with the business following the closing of the Acquisition. For the
year ended December 31, 2013, combined revenue and EBITDA from compression,
processing and after-market services were US$128 million and US$57 million
respectively, after adjusting for certain non-recurring revenues and costs,
representing an EBITDA margin of 45%. The Acquisition does not include Axip's
U.S. assets.


Financing of the Transaction

The Acquisition will be financed with at least C$125 million from cash-on-hand,
with the balance funded through new C$675 million committed revolving and
operating facilities led by The Toronto-Dominion Bank and Scotiabank. At
closing, Enerflex's expected pro forma Net Debt/Trailing Twelve Month EBITDA
("TTM EBITDA") ratio will be approximately 2.0x. As at March 31, 2014, Enerflex
had cash-on-hand of approximately C$219 million. 


Closing of the Acquisition and Other Information

Closing of the Acquisition is subject to certain conditions, including receipt
of several regulatory and third party approvals and is not expected to occur
before June 30, 2014. These conditions are described in the definitive agreement
for the Acquisition which will be available on SEDAR at www.sedar.com.


Advisor 

Scotiabank is acting as financial advisor to Enerflex. 

Conference Call and Webcast

Analysts, investors, members of the media and other interested parties are
invited to participate in a teleconference and audio webcast on Monday, June 2,
2014 at 7:00 a.m. MDT to discuss the Acquisition. 


To participate, please call 1.800.734.4208 (North America) or 1.416.981.9000
(Outside North America). Please dial in 10 minutes prior to the start of the
call. No passcode is required. The live audio webcast of the teleconference will
be available on the Enerflex website at www.enerflex.com under the Investors
section on June 2, 2014 at 7:00 a.m. MDT.


Presentation slides for the conference call will be made available on the
Enerflex website located at www.enerflex.com.


A replay of the teleconference will be available one hour after the conclusion
of the call until midnight, June 9, 2014. Please call 1.800.558.5253 or
1.416.626.4100 and enter passcode 21718651.


About Enerflex 

Enerflex Ltd. is a single source supplier of natural gas compression, oil and
gas processing, refrigeration systems and electric power equipment - plus
in-house engineering and mechanical service expertise. The Company's broad
in-house resources provide the capability to engineer, design, manufacture,
construct, commission and service hydrocarbon handling systems. Enerflex's
expertise encompasses field production facilities, compression and natural gas
processing plants, CO2 processing plants, refrigeration systems and electric
power equipment servicing the natural gas production industry. 


Headquartered in Calgary, Canada, Enerflex has approximately 3,100 employees
worldwide. Enerflex, its subsidiaries, interests in associates and
joint-ventures operate in Canada, the United States, Colombia, Australia, the
United Kingdom, Russia, the United Arab Emirates, Oman, Bahrain, Indonesia,
Malaysia and Singapore. Enerflex's shares trade on the Toronto Stock Exchange
under the symbol "EFX". For more information about Enerflex, go to
www.enerflex.com. 


Advisory Regarding Forward-Looking Statements

In the interest of providing readers with information regarding Enerflex,
including management's assessment of the future plans and operations of
Enerflex, certain statements contained in this news release constitute
forward-looking statements or information (collectively "forward-looking
statements") within the meaning of applicable securities legislation.
Forward-looking statements are typically identified by words such as
"anticipate", "continue", "estimate", "expect", "forecast", "may", "will",
"project", "could", "plan", "intend", "should", "believe", "outlook",
"potential", "target" and similar words suggesting future events or future
performance. In particular, this news release contains, without limitation,
forward-looking statements pertaining to the following: certain anticipated
strategic benefits of the Acquisition, including the anticipated effects of the
Acquisition on Enerflex's recurring revenues, gross margins, international
growth, and profitability; that the Acquisition will be accretive to the
Company's earnings per share; that the Acquisition will provide access to new
markets; that Enerflex will be able to cross-sell its current products; the
possible advantages of being "first mover" in the Mexican market; expected
additions to Enerflex's management team post-Acquisition; the sources of capital
to fund the anticipated purchase price of the Acquisition, including the
expectation that the new revolving credit facility will be available for use by
Enerflex to fund a portion of the purchase price; certain of the assets expected
to be acquired by Enerflex as a result of the Acquisition; Enerflex's expected
pro-forma net debt and LTM (last twelve month) EBITDA ratios after the
completion of the Acquisition; and the expected closing date of the Acquisition.



With respect to forward-looking statements contained in this news release,
Enerflex has made assumptions regarding, among other things: the ability of
Enerflex to execute and realize on the anticipated benefits of the Acquisition;
the value and benefits of the Acquisition; that Enerflex's lenders will not
amend, terminate or otherwise fail to provide the credit facilities described
herein; that the acquired business will perform in a manner consistent with past
periods; that no contractual or other arrangements in respect of the acquired
business will be amended, modified or terminated as a result of the Acquisition,
or otherwise; that all conditions to closing of the Acquisition, including
receiving all required third party and regulatory approvals, will be provided in
a timely manner and without unforeseen or onerous conditions; that the Company's
presence in Mexico prior to the arrival of certain other competitors will prove
advantageous; that the current commitments by certain Axip managers to continue
with the business will remain accurate; expectations and assumptions concerning
prevailing usage rates, exchange rates, interest rates, applicable tax laws;
estimates of operating costs; anticipated timing and results of capital
expenditures; the sufficiency of budgeted capital expenditures in carrying out
planned activities; the state of the economy and the financial conditions of
Enerflex's and Axip's customers; results of operations; business prospects and
opportunities; the availability and cost of financing, labor and services; the
impact of increasing competition; the effect of seasonality fluctuations; the
risk of violations of law, breaches of policies or unethical behavior; property
and casualty risks; injuries at the workplace or health issues; the risk of
material adverse effects arising as a result of litigation; and events or series
of events may cause business interruptions.


Although Enerflex believes that the expectations reflected in the forward
looking statements contained in this news release, and the assumptions on which
such forward-looking statements are made, are reasonable, there can be no
assurance that such expectations will prove to be correct. Readers are cautioned
not to place undue reliance on forward-looking statements included in this news
release, as there can be no assurance that the plans, intentions or expectations
upon which the forward-looking statements are based will occur. By their nature,
forward-looking statements involve numerous assumptions, known and unknown risks
and uncertainties that contribute to the possibility that the predictions,
forecasts, projections and other forward-looking statements will not occur,
which may cause Enerflex's actual performance and financial results in future
periods to differ materially from any estimates or projections of future
performance or results expressed or implied by such forward-looking statements.
These risks and uncertainties include, among other things, the following: that
the Acquisition may not close when planned (or at all) or on the terms and
conditions set forth herein; the failure of Enerflex and/or Axip to obtain the
necessary regulatory and other third party approvals required in order to
proceed with the Acquisition; the risk that the proposed Acquisition could be
modified, restructured or terminated; the failure of Enerflex to secure its new
credit facility on terms satisfactory to it, or at all; volatility in market
prices for oil and natural gas; incorrect assessment of the value of the
Acquisition; risks inherent in operating in foreign and emerging markets;
failure to realize the anticipated benefits and synergies of the Acquisition;
the impact of general economic conditions; industry conditions, including the
adoption of new laws and regulations and changes in how they are interpreted and
enforced; volatility of oil and gas prices; oil and gas product supply and
demand; risks inherent in the ability to generate sufficient cash flow from
operations to meet current and future obligations, including future dividends to
shareholders of the Company; increased competition; the lack of availability of
qualified personnel or management (including those that are expected to continue
with the acquired business); labour unrest; political unrest; fluctuations in
foreign exchange or interest rates; stock market volatility; opportunities
available to, or pursued by, the Company; obtaining financing; and the other
factors described under "Risk Factors" in Enerflex's most recently filed Annual
Information Form available in Canada at www.sedar.com. Readers are cautioned
that this list of risk factors should not be construed as exhaustive.


The forward-looking statements contained in this news release speak only as of
the date of this news release. Except as expressly required by applicable
securities laws, Enerflex does not undertake any obligation to publicly update
or revise any forward looking statements, whether as a result of new
information, future events or otherwise. The forward-looking statements
contained in this news release are expressly qualified by this cautionary
statement.


Non-GAAP Measures 

This news release contains the term "Net Debt" and "EBITDA" (earnings before
interest, tax, depreciation and amortization) which do not have a standardized
meaning prescribed by Canadian generally accepted accounting principles ("GAAP")
and therefore may not be comparable with the calculation of similar measures by
other companies. "Net Debt" and "TTM EBITDA" in this news release are calculated
in accordance with Enerflex's syncidated credit facility covenant calculation
requirements. EBITDA provides the results generated by the Company's primary
business activities prior to consideration of how those activities are financed,
assets are amortized or how the results are taxed in various jurisdictions.
EBITDA as presented is not intended to represent cash provided by operating
activities, net earnings or other measures of financial performance calculated
in accordance with GAAP. These measures have been described and presented in
this news release in order to provide readers with additional information
regarding the Company's liquidity and its ability to generate funds to finance
its operations and dividends. 


Note on Certain Financial Information

Certain financial and other information provided herein in respect of Axip's
international business that is subject to the Acquisition has been prepared by
management of Axip on a "carve-out" basis in accordance with US generally
accepted accounting principles which differ in certain respects from those
principles that would have been followed had such financial information been
prepared in accordance with Canadian GAAP. As at the date hereof, such
"carve-out" financial information has not been audited and, as a result, may be
subject to change. All historical financial information in respect of Axip and
the International Business as the case may be, is based on information supplied
by Axip. The Company has not independently verified such financial information
and as such does not guarantee the accuracy and completeness of the information.


FOR FURTHER INFORMATION PLEASE CONTACT: 
J. Blair Goertzen
President & Chief Executive Officer
403.236.6852


D. James Harbilas
Executive Vice President & Chief Financial Officer
403.236.6857

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