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SHELL CANADA PRODUCTS LTD. AND PAY LESS HOLDINGS INC. ANNOUNCE LETTER OF INTENT

 CALGARY, Alberta, April 30 /PRNewswire/ -- Shell Canada Products Ltd. (Toronto, Montreal, Vancouver, Alberta: SHC) of Calgary and Pay Less Holdings Inc. of Victoria, British Columbia, announced today the signing of a letter of intent to restructure and reorganize certain assets and business operations of Holdings and its wholly owned companies, Pay Less Gas Co. (1972) Ltd. and Canadian Turbo Inc.
 The agreement, scheduled to conclude later this year, will involve the acquisition by Shell of the shares, certain assets and business operations of Pay Less Gas and Canadian Turbo. The assets, consisting mainly of retail and bulk fuel facilities, are located across western Canada.
 Pay Less Holdings Inc. will continue to operate its heating fuels business on Vancouver Island and will acquire from Shell its Victoria heating oil business. Pay Less Holdings will also continue to own and develop its numerous real estate assets located in western Canada.
 Currently, Shell Canada Products has a long-term supply agreement with Canadian Turbo Inc. and with Pay Less Gas Co. (1972) Ltd. The acquisition of the companies will bring to Shell a significant increase in retail business in western Canada. Shell expects to improve the businesses' financial performance by restructuring the debt and by generating synergies through increased economies of scale.
 Although specific plans must still be developed and finalized, Shell intends to continue operating the existing marketing networks under the Turbo and Pay Less brands.
 "We at Shell recognize the value and goodwill associated with the Turbo and Pay Less brands and intend to maintain the integrity of the products and service that Turbo and Pay Less customers have come to expect," said Ray Cej, vice president, Shell Canada Products Ltd.
 The owners of Canadian Turbo and Pay Less Gas Co. believe that the acquisition by Shell is the best option to achieve long-term viability of the businesses. The restructuring also allows Pay Less Holdings to focus on its established heating oil business on Vancouver Island, along with the development of its significant real estate interests.
 "Pay Less and Turbo have been struggling to maintain profitability for several years. In order to ensure the survival of their networks, it was necessary to find a substantial equity investor. Shell's network is a natural fit with ours, and Shell is prepared to make the required investment," said Ian Robertson, president, Pay Less Holdings Inc.
 Due diligence inspections and the fulfillment of various terms and conditions will be completed and regulatory approvals sought over the next few months, with closing of the agreement planned for mid- year.
 Fact Sheet
 Pay Less Gas
 Canadian Turbo Inc. Co. (1972) Ltd.
 No. of employees 190 107
 No. of retail outlets About 300 About 50
 No. of bulk fuel
 facilities 35 --
 No. of cardlock
 facilities 35 --
 1992 sales volume About 950 About 120
 million liters million liters
 Market share 8.2 pct 1.2 pct
 Notes:
 Virtually all of Canadian Turbo's marketing network is located in the four western Canadian provinces. The Pay Less Gas locations are located almost exclusively on Vancouver Island.
 Marketshare numbers refer to western Canadian Marketshare.
 Other assets involved in the Shell acquisition:
 -- a mothballed refinery located near Calgary (Balzac);
 -- a distribution terminal located on the above-mentioned site;
 and
 -- a lubricants re-refinery located in Edmonton.
 -0- 4/30/93
 /CONTACT: Jan Rowley, manager-public affairs of Products West of Shell Canada, 403-691-5505; or Ian Robertson, president & CEO of Pay Less Holdings, 403-294-6400; or Dave Marinucci, VP and general manager of Pay Less Gas, 604-474-8300/
 (SHC.)


CO: Shell Canada Products Ltd.; Pay Less Holdings Inc. ST: Alberta, British Columbia IN: OIL SU: RCN

MS-LS -- LA006 -- 3037 04/30/93 08:05 EDT
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Date:Apr 30, 1993
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