SunOpta owns approximately 66.4% of Opta's outstanding common shares and approximately 64% on a fully-diluted basis.
Babco is a profitable industrial processor and supplier of petroleum coke ("pet coke"), synthetic slag, ladle sand and crushed graphite. This acquisition complements Opta's existing product portfolio and provides for additional product line offerings to new and existing customers in the region. The Babco facility has capacity for further growth and expansion and is strategically located in proximity to its key vendors and customers.
As consideration for the acquisition of the Babco shares, Opta paid approximately $17.6 million in cash on closing, subject to customary post-closing purchase price adjustments, and is obligated to pay up to an additional $1.3 million in cash pursuant to a contingent five year earn-out if the acquired business achieves certain future EBITDA targets. The acquisition is expected to be immediately accretive to both Opta's and SunOpta's earnings.
Babco employs approximately 25 people and is technologically advanced with respect to product and manufacturing techniques which may be leveraged at other Opta facilities. The addition of Babco further increases Opta's position in the mill and foundry business and further expands its current position as a key service provider to the North American steel industry.
David Kruse, President and CEO of Opta, commented, "We are very pleased to have completed this transaction. Babco is a great strategic fit and will be easily integrated with our other mill and foundry businesses, further expanding our geographic reach and customers serviced within Canada and the United States. We welcome the employees of Babco to the Opta Minerals team."
Steve Bromley, President and CEO of SunOpta, commented, "We are very pleased with Opta's acquisition of Babco, a profitable and strategic operation that will expand the company's existing mill and foundry business. As we noted in our December 22, 2011 press release, the suspension of the strategic review process by the board of directors of Opta was due in part to the belief that a number of near-term growth opportunities, when completed, would increase Opta's overall value. In late 2011, Opta completed the acquisition of Inland RC, LLC, a supplier to the mill and foundry industry located in Cleveland, Ohio, and now the acquisition of Babco. We are confident that this acquisition combined with other initiatives should result in increased shareholder value in Opta and we will continue to assess options for the Opta business in the future
About SunOpta Inc.
SunOpta Inc. is a leading global company focused on natural, organic and specialty foods products. The company specializes in sourcing, processing and packaging of natural and organic food products, integrated from seed through packaged products; with a focus on strategically vertically integrated business models. The Company's core natural and organic food operations focus on value-added grains, fiber and fruit based product offerings, supported by a global infrastructure. The company has two non-core holdings, a 66.4% ownership position in Opta Minerals Inc., listed on the Toronto Stock Exchange, a producer, distributor, and recycler of environmentally friendly industrial materials; and a minority ownership position in Mascoma Corporation, an innovative biofuels company.
About Opta Minerals Inc.
Opta Minerals Inc is a vertically integrated provider of custom process optimization solutions and related materials for use primarily in the steel, foundry, loose abrasive cleaning and municipal water filtration industries. The company currently has production and distribution facilities in Ontario, Québec, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Florida, Ohio, Kosice, Slovakia, and Romans-sur-Isère, France and one of the broadest product lines in the industry.
Forward Looking Statements
Certain statements included in this press release may be considered "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. These forward-looking statements include, but are not limited to, statements as to the potential benefits to be derived by Opta from the acquisition of Babco, including potential growth and expansion opportunities to be derived therefrom, that the acquisition is expected to be accretive to Opta's and SunOpta's earning, management's expectation that the acquired business will be easily integrated and further internal and potential external growth opportunities that are expected to increase Opta's overall value. Forward-looking statements are based on information available to us on the date of this release and are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors the Company believes are appropriate in the circumstances. Whether actual timing and results will be consistent with expectations and predications of the company is subject to many risks and uncertainties that could cause actual results to differ materially from the company's expectations and predictions, including Opta's ability to successfully integrate the Babco business and specific risks associated with the acquired Babco business, including, cancellations of or the failure to renew purchase orders, production and delivery issues, quality, pricing and availability of raw materials and compliance with environmental regulation. Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized.