CHIEF EXECUTIVE OFFICER COMMENTS ON THE TRANSACTION
"I want to welcome the Logixx team to SSC. We look forward to working with you as we grow the business for many years to come."
TRANSACTION HIGHLIGHTS
- By approximately quadrupling SSC's pro forma annual revenue and adjusted EBITDA*, the Acquisition has created the largest publicly-traded security company in
Canada - Brings together two highly-experienced and complementary management teams with minimal geographic overlap to leverage SSC's large, liquid balance sheet and Logixx's well-established revenue and EBITDA profile
- The combined companies are profitable and extremely well-capitalized, providing physical and cyber security across
Canada through more than 2,100 employees. - Together, the companies will serve some of the largest corporate and public sector enterprises in
Canada , and it is expected that the combination will enable significant growth and cross-selling opportunities for both SSC's cyber security platform, which is housed inSRG Security Resource Group Inc. (acquired by SSC in 2021), as well as for Logixx's tech-enabled monitoring and security platforms - SSC will maintain its quarterly dividend at the current level of
$0.03 per SSC Share (which equates to$0.12 annualized). On a pro forma basis, SSC's dividend payout ratio as a percentage of estimated annual Adjusted EBITDA* will improve from approximately 80% to under 35%. - The Acquisition was entirely funded by SSC's cash on hand with no dilution to shareholders
- Cost synergies are expected to be realized by eliminating duplicate overhead costs
- The board of directors of SSC unanimously approved the Acquisition
ADVISORS
ABOUT SSC
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE
Forward Looking Statements
This release includes forward-looking statements regarding SSC and its business. Such statements are based on the current expectations and views of future events of SSC's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting SSC, including risks regarding the security industry, the agricultural industry, economic factors and the equity markets generally and many other factors beyond the control of SSC. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and SSC undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
*Non-IFRS Measures
SSC measures key performance metrics established by management as being key indicators of the Company's strength, using certain non-IFRS performance measures, including: EBITDA, EBITDA per share, Adjusted EBITDA, and Adjusted EBITDA per share.
The Company uses these non-IFRS measures for its own internal purposes. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and these measures may be calculated differently by other companies. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The Company provides these non-IFRS measures to enable investors and analysts to understand the underlying operating and financial performance of the Company in the same way as it is frequently evaluated by Management. Management will periodically assess these non-IFRS measures and the components thereof to ensure their continued use is beneficial to the evaluation of the underlying operating and financial performance of the Company. For more detailed information, please refer to page 23 and 24 of the the Company's Management Discussion and Analysis dated
SOURCE
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