EMS to Acquire GSI Environnement inc.Business Editors OTTAWA, Ontario--(BUSINESS WIRE)--Jan. 27, 2004 Environmental Management Solutions (EMS) Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :EMS) is pleased to announce that it has signed a Letter of Intent to acquire 100% of the issued and outstanding shares of the Quebec based company GSI GSI - Gensym Standard Interface Environnement inc. (GSI). Along with GSI, EMS would also acquire GSI's 70.9% ownership in Les Composts du Quebec and their ownership in the following two joint ventures: BSI-GSI Environnement (50% ownership) and Ortec GSI Depollution S.A.S. (40% ownership). Pursuant to the Letter of Intent and upon completion of due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , EMS will pay the vendors total consideration of $12,000,000 payable through the issuance of $2,000,000 worth of EMS common shares and a cash payment of $10,000,000. This acquisition is anticipated to close no later than March 1, 2004 and will be funded internally through the recent private placement, employees exercising stock options and regular cash flow. In addition to acquiring the shares and assets of GSI, EMS will also benefit from their recurrent revenue stream, contracts in hand, many long-term supplier contracts, agreements and standing offers in place throughout Western Canada
Western Canada, commonly referred to as the West , Quebec, Ontario, Massachusetts (USA), France and French Africa. EMS will retain all existing GSI management team and staff. GSI is a leading and award-winning organization, focused on waste management and site remediation activities. Their services include integrated waste management, remediation and management of contaminated contaminated, v 1. made radioactive by the addition of small quantities of radioactive material. 2. made contaminated by adding infective or radiographic materials. 3. an infective surface or object. sites, operation of treatment facilities and composting centers, and marketing of agricultural and horticultural products. GSI and its subsidiary Les Composts du Quebec employ 180 employees and have four (4) offices located in Quebec (Montreal, Sherbrooke (head office) and Quebec City), France (Aix-en-Provence) and a sales bureau in Massachusetts (Boston). The company also operates ten (10) Soil Treatment/Composting Facilities throughout Quebec and manages over 1 million tonnes of material per year. GSI's Les Composts du Quebec subsidiary, specializes in added-value horticultural products (bagged and bulk) and sells over 40 products distributed through its vast network of retailers in Quebec, Eastern Ontario Eastern Ontario is the region of the Canadian province of Ontario which lies in a wedge-shaped area between the Ottawa and St. Lawrence Rivers. It shares water boundaries with Quebec, to the north and New York State to south. Population: 1,392,346 (2001), est. , New Brunswick New Brunswick, province, Canada New Brunswick, province (2001 pop. 729,498), 28,345 sq mi (73,433 sq km), including 519 sq mi (1,345 sq km) of water surface, E Canada. and New England New England, name applied to the region comprising six states of the NE United States—Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, and Connecticut. The region is thought to have been so named by Capt. (USA). The GSI joint venture BSI-GSI Environnement in Western Canada with Bio-Synergy provides on site remediation and waste management service to the Yukon, Northwest Territories, British Columbia, Alberta, Saskatchewan and Manitoba. The company also operates a joint venture with Ortec Groupe in France called Ortec GSI Depollution S.A.S. (OGD OGD Other Government Departments OGD Orchid Guide Digest OGD Order of the Golden Dawn OGD Old Grand-Dad (bourbon whiskey) OGD Osteoglophonic Dysplasia OGD Osteoglophonic Dwarfism ). Through OGD, GSI provides specialized site assessment and remediation services to international locations including France and french Africa. For their fiscal year ending Nov 30, 2003, GSI's total revenue grew to $37.2 million with EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become surpassing $3.9 million. "We are very excited about the addition of GSI to the EMS Group of Companies," comments Mr. Frank D'Addario, President and Chief Executive Officer. "They have an exceptional reputation in the industry, have committed resources and energy to developing new technologies and offer a range of services and facilities that very much supports and compliments EMS's business strategy. This addition is a significant milestone in the growth and expansion of EMS as we acquire a proven leader in the Quebec marketplace. It also provides EMS with an established introduction into both the US (Massachusetts and New England) and International (France) marketplaces and continues to strengthen our presence in Western Canada," adds Mr. D'Addario. Company Information EMS is a rapidly growing and profitable environmental company, which provides cost effective, integrated solutions to all industries. Headquartered in Ottawa, the company is well positioned to become the first and largest national company that delivers all of the goods and services In economics, economic output is divided into physical goods and intangible services. Consumption of goods and services is assumed to produce utility (unless the "good" is a "bad"). It is often used when referring to a Goods and Services Tax. related to this sector through the following five complementary divisions: Environmental Consulting & Engineering, Environmental Contracting, Environmental Technologies, Waste Management and Testing & Compliance. EMS has already earned preferred status among its customers, which include federal, regional, provincial, and municipal governments, and various commercial and industrial Corporations around the world. EMS has recently been named to Profit Magazine's Top 100 Fastest Growing Canadian Companies for 2003. Close $3.45 TSX-EMS Shares Issued: 27.4 million THE TORONTO STOCK EXCHANGE Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE |
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