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NORTH BAY, ON -- Chorus Aviation Inc. today announced that it has entered into an agreement to acquire all of the issued and outstanding shares of 519222 Ontario Limited, a holding company that owns Voyageur Airways and its related companies ('Voyageur'), a leading provider of specialized aviation services with international operations.
Voyageur, a Transport Canada approved air operator, is an integrated provider of specialized aviation services, including contract flying operations both internationally and domestically, and offers advanced engineering and maintenance capabilities. Voyageur was founded almost 50 years ago in 1968, and is a private company headquartered at its 200,000 square foot facility in North Bay , Ontario. The company primarily operates within two aviation services sectors:
Specialized contract flying operations. The company operates medical, logistical and humanitarian flights serving blue chip clients comprised primarily of government entities and international non-governmental organizations. Voyageur has a total of 18 aircraft of which 13 are owned and 5 leased with the majority being Bombardier Dash 8-300 and CRJ-200 aircraft. Voyageur currently operates in Canada , Africa and Central Asia .
Specialized engineering and advanced maintenance operations. As a certified Design Approval Organization by Transport Canada, the company has developed a number of Supplemental Type Certificates for modifications and improvements for Bombardier regional aircraft. The company is an 'approved organization' under Transport Canada, United States Federal Aviation Administration and European Aviation Safety Agency regulations. The company has full in-house design engineering and aircraft modification capabilities for special mission integration and support requirements along with parts sales and manufacturing. The company also has storage and parking capabilities for up to 65 regional aircraft at its North Bay facility.
Voyageur also operates a small fixed-base operation at the North Bay airport providing services such as aircraft fueling, ground handling and aircraft hangar and storage facilities.
The company has a track record of strong financial performance with solid revenue and consistent free cash flow generation. For the last fiscal year ended December 31, 2014 , Voyageur generated adjusted EBITDA1 of approximately $16.9 million .
The purchase price, on a cash free/debt free basis, represents a total enterprise value of approximately $80 million , subject to closing working capital adjustments. Utilizing cash on hand, $47.0 million will be paid at closing, along with the issuance of $8.0 million in Chorus Class B Voting Shares. Approximately, a further $25 million in deferred cash payments will be paid in separate installments over the 36 month period following the closing. The $80 million purchase price is supported by the appraised value of Voyageur's owned aircraft, real estate and working capital.
The $80 million purchase price represents an attractive multiple of approximately 4.7 times 2014's adjusted EBITDA1, and will be immediately accretive to Chorus' consolidated earnings and free cash flow1. This transaction is expected to deliver a healthy return on investment to shareholders, and does not have a negative impact on the current dividend policy.
Closing of the transaction is expected to occur in the second quarter of 2015 and is subject to certain closing conditions, including receipt of TSX, regulatory and other third party approvals, and completion of certain remaining due diligence.
"We are very excited about this acquisition as it is a logical extension of our existing contract flying business model," said Joe Randell , President and Chief Executive Officer, Chorus. "This transaction also provides a strong platform to generate incremental revenue through an expanding customer base both internationally and domestically. Voyageur's infrastructure and engineering capabilities will be logical additions to help maximize the value of surplus aircraft as our fleet transitions. Voyageur will continue to be operated by its talented and experienced management team, led by Max Shapiro , focused on profitable growth."
"We ultimately chose Chorus as we both believe in Voyageur's growth potential," remarked Max Shapiro , President and Chief Executive Officer, Voyageur. "The ties Voyageur has with our employees, customers, suppliers, and the North Bay community are very important to us, and we've found a great fit with Chorus as we share the same vision and values. Voyageur has earned a reputation with our customers as a 'best-in-class' contract flying operator with high safety and service standards. Our specialized engineering capabilities and expertise in maintenance, repair and overhaul work on regional aircraft enable us to provide tailor-made solutions to a variety of customers around the world. We are thrilled to be joining the Chorus family."
RBC Capital Markets is acting as exclusive financial advisor to Chorus on the transaction, and Osler , Hoskin and Harcourt LLP acted as legal advisor to Chorus. Gowling, Lafleur, Henderson LLP acted as legal advisor to Voyageur.