CAP.MAN.& INV Algeco Scotsman Signs Agreement to Combine with Target Logistics
February 13 2013 - 11:05AM
UK Regulatory
TIDMCMIP
13 February 2013
Capital Management & Investment plc
(the "Company")
Algeco Scotsman Signs Agreement to Combine with Target Logistics
Capital Management & Investment plc notifies the following announcement made by
Algeco Scotsman Holdings, one of the Company's two investments, yesterday:
Contact:
Capital Management and Investment plc 0207 725 0800
Tim Woodcock
N+1 Singer 020 7496 3000
Jonny Franklin-Adams
Alex Wright
ALGECO SCOTSMAN SIGNS AGREEMENT TO COMBINE WITH TARGET LOGISTICS
Strategic Global Remote Accommodation Expansion
BALTIMORE (February 12, 2013) - Algeco Scotsman ("AS" or "Algeco"), a leading
global business services company focused on modular space and secure storage
solutions, today announced it has signed an agreement to acquire Target
Logistics Management LLC ("Target Logistics" or "Target"), a leading provider of
full-service remote workforce accommodation solutions in the United States. The
transaction is subject to certain customary closing conditions and is expected
to be completed by the end of February 2013.
The transaction further solidifies Algeco Scotsman's position as the leading
modular space business services provider and specifically facilitates Algeco's
continued strategic expansion in the highly attractive global remote
accommodation segment. The combination establishes Algeco as a leading global
provider of managed and leased remote accommodations with a portfolio in excess
of 11,000 beds primarily in the high growth US, Canadian, Australian and Latin
American energy, mining and resources and infrastructure related-markets.
Following this acquisition, Target will become a truly global provider of full
service, turnkey remote accommodation solutions. Brian Lash, Target Founder and
Chief Executive Officer, will continue to lead Target and will be tasked to
expand the business utilizing Algeco's global footprint.
"This transaction represents a highly strategic combination for both Algeco
Scotsman and Target Logistics," stated Algeco Scotsman's Chief Executive Officer
and President Jean-Marc Germain, "The merger of Target Logistics' world class
turnkey remote accommodation offering with AS' global footprint and expertise
greatly enhances growth opportunities for the organization and I am delighted
that Brian Lash and his executive team have agreed to join us at Algeco."
The total consideration for the transaction is up to approximately $625 million
based on Target's financial projections. Of the total consideration, $275
million is payable at closing and approximately $350 million is deferred and
linked to Target's expected strong performance over multiple years. The total
closing consideration of $275 million is comprised of approximately $86 million
in cash, $86 million of Algeco stock and $103 million of assumed indebtedness
and working capital. The cash consideration will be funded by existing
facilities available to Algeco and the deferred consideration is payable
principally in Algeco stock.
The total potential transaction consideration represents approximately 11.0x
trailing unaudited EBITDA for the fiscal year ended December 31, 2012 and an
implied forward EBITDA multiple of less than 9.0x. The valuation of the stock
consideration for the transaction implies an Algeco enterprise value of
approximately $6.0 billion.
Historically the remote accommodation end-market has been the fastest growing
and highest return on investment business segment in the Algeco portfolio. The
financial plan for the combined remote accommodation business forecasts
continued double-digit top-line growth and doubling the current bed portfolio
over the next three to five years. The combination with Algeco provides Target
with access to the financial capability to execute its significant pipeline of
growth opportunities given Algeco' excess availability of over $320 million
under its $1,200 million asset-based revolving credit facility following the
transaction. Additionally, the transaction structure, funded primarily through
equity issuance, is deleveraging for the Algeco group capital structure, while
allowing Algeco shareholders to participate in the growth prospects for the
combined group on an accretive basis.
Target Logistics, headquartered in Boston, Massachusetts with operational
headquarters remaining in The Woodlands area of Greater Houston, is a leading
supplier of turn-key remote workforce accommodation solutions to the oil and gas
and related infrastructure sectors in the United States. The company provides
full support services that include housing, infrastructure design and
construction, catering, facility maintenance, housekeeping, utilities, security,
transportation and logistics. Target Logistics operates 16 facilities in North
Dakota, Arizona, Texas and Mexico comprising over 5,000 beds. For the financial
year ended December 31, 2012 Target Logistics generated unaudited, adjusted
EBITDA of $57 million.
"We see continued high growth potential for our remote workforce accommodation
solutions globally and we believe the acquisition of Target Logistics and its
high quality full-service product offering will help us accelerate our expansion
in this important product end market," said Jean-Marc Germain.
"We are delighted to join forces with a company of Algeco Scotsman's heritage
and global reach," said Brian Lash, Chief Executive Officer of Target Logistics.
"Together, we have an enhanced opportunity to expand our business globally to
better serve our customer needs."
The Target Logistics team of over 400 employees will continue to operate under
its current brand, and the existing Target Logistics management team will remain
in place.
About Algeco Scotsman
Algeco Scotsman is a leading global business services provider focused on
modular space and secure portable storage solutions. Operating as Williams
Scotsman in North America, Algeco in Continental Europe, Elliott in the United
Kingdom, Eurobras in Brazil, Ausco in Australia, and Portacom in New Zealand,
the company manages a fleet of more than 310,000 units, with operations in 37
countries including Australia, Austria, Belgium, Brazil, Canada, China, Czech
Republic, Finland, France, Germany, Hungary, Italy, Lithuania, Luxembourg,
Mexico, Netherlands, New Zealand, Poland, Portugal, Romania, Russia, Slovakia,
Slovenia, Spain, Sweden, Switzerland, Ukraine, the United Arab Emirates, the
United Kingdom, and the United States.
Cautionary Notice Regarding Forward Looking Statements
This press release contains forward-looking statements, which reflect Algeco's
expectations regarding its future operational and financial performance.
Although the forward-looking statements contained in this press release reflect
management's current beliefs based upon information currently available to
management and upon assumptions which management believes to be reasonable,
actual results may differ materially from those stated in or implied by these
forward-looking statements. A number of factors could cause actual results,
performance or achievements to differ materially from the results expressed or
implied in the forward-looking statements. These factors should be considered
carefully and readers should not place undue reliance on the forward-looking
statements. Except as required by law, Algeco undertakes no obligation, and
specifically declines any obligation, to publicly update or revise any forward-
looking statements, whether as a result of new information, future events or
otherwise.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Capital Management & Investment Plc via Thomson Reuters ONE
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