Dexterra Group Announces Sale of NRB Modular Solutions

Rhea-AI Summary

Dexterra Group has signed a purchase agreement to sell its NRB Modular business to ATCO Structures for $40 million in cash. The transaction, subject to closing adjustments and conditions, is slated to complete by the end of July 2024. This sale aims to simplify Dexterra's operations, enable management to concentrate on core support services, and reduce debt. NRB, a leading modular solutions provider for 45 years, will now continue its legacy under ATCO's leadership, which plans to expand NRB’s capabilities, particularly in manufacturing multi-family and affordable housing solutions.

Positive

• Sale of NRB for $40 million in cash improves liquidity.
• Transaction simplifies Dexterra's business operations.
• Management can now focus more on core support services.
• Proceeds from the sale will help pay down debt.
• NRB's strong reputation in the modular solutions market for 45 years.
• ATCO Structures plans to expand NRB's business in multi-family and affordable housing.

Negative

• Sale is subject to normal closing adjustments and conditions, including regulatory approval.
• Potential risk of not clearing the Competition Act (Canada).
• Loss of a profitable business unit may impact short-term revenue.

Toronto, Ontario--(Newsfile Corp. - June 6, 2024) - Dexterra Group Inc. (TSX: DXT) ("Dexterra" or the "Company") announces the signing of a purchase agreement for the sale of its NRB Modular business ("NRB"), a leading provider of modular building solutions, to ATCO Structures & Logistics Ltd. ("ATCO Structures") for a purchase price of $40 million, payable in cash and subject to normal closing adjustments and conditions including clearance under the Competition Act (Canada).

The sale of NRB simplifies Dexterra's business, allows management to focus on our core support services offerings, and pay down debt. The transaction is expected to close near the end of July 2024.

"We wish the NRB team all the best as they begin a new chapter under ATCO's leadership and we are confident they will continue to deliver quality modular products and projects to their valued clients," said Mark Becker, CEO of Dexterra.

"ATCO Structures is excited about the opportunity to expand NRB's modular business capabilities, particularly in the manufacturing of multi-family and affordable housing modular construction solutions. There is no doubt that NRB has been a market leader in this space, we want to continue to build on this expertise, and we believe ATCO, a Canadian company that has pioneered the modular industry globally, is a fantastic complement to bring out the best in NRB's future," said Adam Beattie, President of ATCO Structures.

NRB has been a trusted name in the offsite building industry for 45 years and has grown into one of the largest modular building solutions providers in Canada.

About Dexterra

Dexterra employs more than 8,500 people, delivering a range of support services for the creation, management, and operation of infrastructure across Canada.

Powered by people, Dexterra brings best-in-class regional expertise to every challenge and delivers innovative solutions, giving clients confidence in their day-to-day operations. Activities include a comprehensive range of integrated facilities management services, industry leading workforce accommodation solutions, innovative modular building capabilities, and other support services for diverse clients in the public and private sectors.

For further information contact:

Denise Achonu, CFO
Head office: Airway Centre, 5915 Airport Rd., 4th Floor Mississauga, Ontario L4V 1T1
Telephone: (905) 270-1964

You can also visit our website at dexterra.com.

Forward-Looking Information

Certain statements contained in this news release may constitute forward-looking information under applicable securities law. Forward-looking information may relate to Dexterra's future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as "continue"; "forecast"; "may"; "will"; "project"; "could"; "should"; "expect"; "plan"; "anticipate"; "believe"; "outlook"; "target"; "intend"; "estimate"; "predict"; "might"; "potential"; "continue"; "foresee"; "ensure" or other similar expressions concerning matters that are not historical facts. In particular, statements regarding the modular sale transaction and its anticipated closing date, management's future focus and the repayment of debt are forward-looking statements. These statements are based on certain factors and assumptions, including satisfying all closing conditions, such as anticipated competition clearanceand other consents, expected growth, market recovery, results of operations, performance and business prospects and opportunities regarding Dexterra, which Dexterra believes are reasonable as of the current date. While management considers these assumptions to be reasonable based on information currently available to Dexterra, they may prove to be incorrect. Forward-looking information is also subject to certain known and unknown risks, uncertainties and other factors that could cause Dexterra's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking information, including, but not limited to: the ability to retain clients, renew existing contracts and obtain new business; an outbreak of contagious disease that could disrupt its business; the highly competitive nature of the industries in which Dexterra operates; reliance on suppliers and subcontractors; cost inflation; volatility of industry conditions could impact demand for its services; a reduction in the availability of credit could reduce demand for Dexterra's products and services; Dexterra's significant shareholder may substantially influence its direction and operations and its interests may not align with other shareholders; its significant shareholder's 49% ownership interest may impact the liquidity of the common shares; cash flow may not be sufficient to fund its ongoing activities at all times; loss of key personnel; the failure to receive or renew permits or security clearances; significant legal proceedings or regulatory proceedings/changes; environmental damage and liability is an operating risk in the industries in which Dexterra operates; climate changes could increase Dexterra's operating costs and reduce demand for its services; liabilities for failure to comply with public procurement laws and regulations; any deterioration in safety performance could result in a decline in the demand for its products and services; failure to realize anticipated benefits of acquisitions and dispositions; inability to develop and maintain relationships with Indigenous communities; the seasonality of Dexterra's business; inability to restore or replace critical capacity in a timely manner; reputational, competitive and financial risk related to cyber-attacks and breaches; failure to effectively identify and manage disruptive technology; economic downturns can reduce demand for Dexterra's services; its insurance program may not fully cover losses. Additional risks and uncertainties are described in Note 22 of the Corporation's Consolidated Financial Statements for the year ended December 31, 2023 and 2022 contained in its most recent Annual Report filed with securities regulatory authorities in Canada and available on SEDAR+ at sedarplus.ca. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Dexterra is under no obligation and does not undertake to update or alter this information at any time, except as may be required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/211788

FAQ

What is the sale price of Dexterra's NRB Modular business?

The sale price of Dexterra's NRB Modular business is $40 million.

Who is purchasing NRB Modular from Dexterra?

ATCO Structures is purchasing NRB Modular from Dexterra.

When is the NRB Modular sale expected to close?

The sale is expected to close by the end of July 2024.

How will the sale of NRB impact Dexterra's focus?

The sale will allow Dexterra to simplify its operations and focus on core support services.

What will Dexterra do with the proceeds from the NRB sale?

Dexterra plans to use the proceeds to pay down debt.