SET Corp and Cancen Oil Canada sign LOI for acquisition of SET Corp
Tuesday, April 10, 2012
- The completion of the proposed acquisition is subject to several conditions set out in the LOI.
Sustainable Environmental Technologies Corp. (OTCQB: SETS) (PINKSHEETS: SETS) and Cancen Oil Canada Inc. (TSX VENTURE: COI) signed a letter of intent agreement (LOI) dated April 5, 2012 for Cancen to acquire all of the outstanding shares of SET Corp, for US $34.4 million, to be paid by Cancen in cash, or a mixture of cash and the issuance of common shares of Cancen. As part of the proposed acquisition, Cancen would acquire SET Corps' wholly owned ProWater subsidiary; ProWater's Centerline SWD saltwater disposal systems and facilities in Utah and North Dakota; technologies including SET's MultiGen combined cooling, heating, power and water production and Centerline SWD water processing technologies; intellectual property and all other assets.
"The application of proven water treatment systems today is in high demand globally," said Keith Morlock, President of ProWater and V.P. of SET Corp. "Our ProWater Centerline SWD has innovative technologies and processes that increase efficiency and profitability, enabling us to better serve our customers and making us a very attractive oil field service vendor and acquisition target."
To date, ProWater's focus has been directed to North American oil plays, such as the Bakken Shale. Morlock noted, "This acquisition will speed our expansion beyond the U.S., bringing Centerline SWD technologies into key areas in Canada to process the ever-growing volumes of wastewater and assure the continued supply of domestic petroleum products so desperately needed by both countries."
"Acquiring SET Corp and ProWater is strategically advantageous as it gives Cancen Oil access to the U.S. oil and gas saltwater disposal well markets through their disposal facilities in North Dakota (Bakken Shale) and Utah," stated Frederick LaHaie, Cancen President and CEO. "ProWater's innovative Centerline SWD wastewater processing technologies are a valuable addition to our current SWD and other oil field production services. We believe the technologies can improve our efficiencies and bottom line."
The ProWater Centerline SWD system is a fully modular, movable system that is built in climate-controlled facilities year round and quickly erected when and where needed. This is a key factor in locales such as the Bakken Shale where winter temperatures can reach -40° F (-40°C). This could eventually enable ProWater to bring a new facility online every 90 days.
Bob Glaser, CEO of SET Corp, stated, "SET Corp and Cancen have differing, but complementary technologies for processing produced water from oil and gas wells that, when used together, will provide a significant competitive advantage for both of our organizations. Marrying SET Corp with Cancen provides us entrée to the Canadian market and Cancen's extensive customer base and resources. The acquisition will create a unified company with a much stronger service offering and market presence."
In the event that Cancen shares are issued in connection with the proposed acquisition, the issue price per Cancen share will be determined as at the date Cancen and SET Corp enter into a definitive agreement, such issue price not to exceed a maximum of $1.00 per Cancen common share, subject to the approval of the TSX Venture Exchange Inc.
The completion of the proposed acquisition is subject to several conditions set out in the LOI, including approval by the directors of Cancen and SET Corp, entering into the definitive agreement, satisfactory completion of due diligence, shareholder approval, regulatory approval, including the prior approval of the TSX Venture Exchange Inc., and the completion by the Corporation of a financing of not less than CDN$50,000,000 (the "Financing"). An announcement regarding the details of the Financing will be made in due course.
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