GDI Integrated Facility Services Inc. Announces Strategic Acquisition of ESC Automation Inc.

LASALLE, QC, Nov. 28, 2019 /CNW Telbec/ - GDI Integrated Facility Services Inc. (TSX: GDI) (the "Company" or "GDI") is pleased to announce that it and its wholly-owned subsidiary Ainsworth Inc. ("Ainsworth") have entered into an agreement to acquire ESC Automation Inc. along with its U.S. subsidiaries Delta Connects Inc. and New Patriot Energy Inc. (collectively, "ESC").

ESC is a leading and highly regarded building system integrator in North America with an impressive portfolio of services including the installation and maintenance of building automation systems, security systems, HVAC systems as well as newer technologies including real time locating systems, building analytics and energy management systems. Headquartered in Vancouver, British Columbia, ESC has 12 locations across North America, more than 750 employees and over 10,000 successful installations for nearly 3,500 customers.

The acquisition will considerably strengthen Ainsworth's building automation systems business across Canada and position it as a master systems integrator with the capability to install and service multiple types of building systems and related technologies. ESC's strength in building automation systems in Western Canada complements Ainsworth's strong HVAC, mechanical and electrical platform in the region, while Ainsworth's considerable presence in Ontario and Eastern Canada will help to facilitate ESC's growth geographically.

Ainsworth expects to acquire ESC for a purchase price of approximately $73.5 million on a debt-free basis, subject to certain closing adjustments including working capital. The acquisition will be funded through GDI's existing credit facilities. ESC recorded approximately $143 million in revenue in the trailing-twelve month period ending July 31, 2019, and generated a pre-IFRS 16 adjusted EBITDA margin in excess of GDI's global target EBITDA margin during the period. At closing, GDI's total debt to EBITDA coverage ratio is expected to be approximately 3.0x on a proforma basis.

"The combination of ESC and Ainsworth will create a premier building systems and multi-trade facility services provider in Canada, with more than 2,400 employees in every province across the country as well as in five U.S. states. Together, we will be able to provide our clients with the most innovative and technologically advanced building system solutions along with the ability to maintain, repair and replace all of the systems and equipment in a facility. We will be a true one-stop shop for both today's and tomorrow's buildings," stated Claude Bigras, President & CEO of GDI. 

Raymond Rae, co-founder of ESC stated, "The dedication of our employees has enabled ESC to be recognized as a leader in our field, and we view the combination with GDI as an opportunity to enhance our value proposition to our clients. We are very excited about joining forces with Ainsworth as it represents the next step in ESC's strategic evolution."

The acquisition is subject to Competition Bureau approval, receipt of certain third-party consents as well as other customary closing conditions. Subject to obtaining such required regulatory approvals and clearances and the satisfaction or waiver of other closing conditions, it is anticipated that the acquisition of ESC will be completed in January 2020.

ABOUT GDI
GDI is a leading commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, hotels, shopping centres, industrial facilities, healthcare establishments, distribution facilities, airports and other transportation facilities. GDI's commercial facility services capabilities include commercial janitorial, installation, maintenance and repair of HVAC-R, mechanical and electrical systems, as well as other complementary services such as damage restoration and janitorial products manufacturing and distribution. GDI's subordinate voting shares are listed on the Toronto Stock Exchange (TSX: GDI). Additional information on GDI can be found on its website at www.gdi.com. 

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to GDI'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 "may"; "will"; "should"; "expect"; "plan"; "anticipate"; "believe"; "intend"; "estimate"; "predict"; "potential"; "continue"; "foresee"; "confident"; "ensure" or other similar expressions concerning matters that are not historical facts. In particular, statements regarding GDI's and Ainsworth's future operating results and economic performance and its objectives and strategies, the completion and expected closing date of the ESC acquisition and the anticipated benefits of the ESC acquisition are forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities, which GDI believes are reasonable as of the current date. While management considers these assumptions to be reasonable, they may prove to be incorrect. It is impossible for GDI to predict with certainty the impact that the current economic uncertainties may have on future results. The matters addressed in these statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the potential inability to obtain governmental approvals required in connection with the acquisition of ESC, or to satisfy other conditions to the acquisition on the expected terms and schedule, the risk that the existing and acquired business will not be integrated successfully, the risk that cost savings and synergies expected to result from the acquisition may not be fully realized or may take longer to realize than expected, disruption from the acquisition making it more difficult to maintain relationships with customers, employees or suppliers and the effect of general economic conditions. Therefore, future events and results may vary significantly from what management currently foresees. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While management may elect to, the Company is under no obligation and does not undertake to update or alter this information at any particular time, except as may be required by law.

SOURCE GDI Integrated Facility Services Inc.

Investor, analyst and media, GDI Integrated Facility Services Inc., David Hinchey, Senior Vice President, Strategic Development, Telephone: [phone] ext. 282

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