Mosaic Capital Completes Acquisition of Ontario-Based Cedar Infrastructure Products

CALGARY, May 1, 2017 /CNW/ - Mosaic Capital Corporation ("Mosaic") (TSX-V Symbols: M, M.DB) is pleased to announce that it has successfully completed the acquisition of a 75% interest in the business being carried on by Cedar Infrastructure Products, Inc. ("Cedar").  The remaining 25% is being retained by its founders, Matthew Genovese and Tony Maio.

Cedar is a distributor of municipal iron castings, concrete pipe, pre-cast products and related specialty items to service the road, water and sewer infrastructure and residential construction industries.  Established in 2000 and with headquarters in Vaughan, Ontario, Cedar serves a broad group of contractors and municipalities in the Greater Toronto Area and Southwestern Ontario regions.

Mosaic's cost of the acquisition was $18.3 million, subject to typical post-closing adjustments and was funded through a combination of cash ($14.0 million) and vendor take-back financing ($4.3 million).  The vendor take back financing is payable in full on year three and bears interest at commercial rates.  Existing management will remain in place and the transaction includes a three-year earn out provision to be paid to the vendors if the business meets specified financial targets.

Co-founders Tony Maio and Matthew Genovese stated "We are excited to partner with the Mosaic Capital team.  With the support of Mosaic's management depth and financial backing, we are in a strong position to grow Cedar's product line, customer base and geographic footprint in the future." 

Mark Gardhouse, CEO of Mosaic Capital commented "following our acquisition of Bassi in December of 2016, this acquisition represents Mosaic's second acquisition in the Ontario market and is consistent with our long-term strategy to add both industry and geographic diversification to our portfolio.  This transaction is another example of Mosaic acquiring established and resilient businesses with strong organic growth opportunities that are operated by successful owners and management teams."

ABOUT MOSAIC CAPITAL CORPORATION

Mosaic is a Canadian investment company that owns a portfolio of established businesses which span a diverse range of industries and geographies. Mosaic's strategy is to create long-term value for its shareholders through accretive acquisitions, long-term portfolio ownership, sustained cash flows and organic portfolio growth. Mosaic achieves its objectives by maintaining financial discipline, acquiring businesses at attractive valuations, performing extensive acquisition due diligence, utilizing optimal transaction structuring and working closely with subsidiary businesses after acquisition.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING INFORMATION:

This news release may contain forward-looking information and statements within the meaning of applicable Canadian securities laws (herein referred to as "forward-looking statements") that involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All information and statements in this news release which are not statements of historical fact may be forward-looking statements. The words "believe", "expect", "intend", "estimate", "anticipate", "project", "scheduled", and similar expressions, as well as future or conditional verbs such as "will", "should", "would", and "could" often identify forward-looking statements. In particular, forward-looking statements in this news release include, but are not limited to: statements with respect to the terms of the acquisition by Mosaic of a 75% interest in the business carried on by Cedar, including the terms of the vendor take-back financing and the earn-out provisions; the expected continuity of Cedar's management team; and the expected impact of Mosaic's management depth and financial backing on the potential growth of Cedar's product lines, customer base and geographical footprint. Such statements or information are only predictions and reflect the current beliefs of management with respect to future events and are based on information currently available to management. Actual results and events may differ materially from those contemplated by these forward-looking statements due to these statements being subject to a number of risks and uncertainties.

Undue reliance should not be placed on these forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature forward-looking statements involve assumptions and known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions and other forward-looking statements will not occur. Some of the assumptions made by Mosaic, upon which such forward-looking statements are based include, but are not limited to: the business operations of Cedar will continue on a basis at least consistent with prior years; there will be reasonable continuity of Cedar's management team; future market conditions for Cedar will not be materially different than anticipated by Mosaic; and Cedar has substantial growth potential in the Thornhill market as well as other regions in Ontario.

A number of factors could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to: general business and economic conditions in geographic areas where Cedar has operations; pricing pressures and other competitive factors; third parties failing to honour their contractual obligations with Cedar; procurement and pricing issues with suppliers; unforeseen cost overruns on Cedar's projects; legislative or regulatory developments; the continued availability and cost of qualified labour; the continued strength of the industries within which customers of Cedar operate; and the continued ability to secure new business. Should any of the risks or uncertainties facing Mosaic and its subsidiaries materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, activities or achievements could vary materially from those expressed or implied by any forward-looking statements contained in this news release. Readers are cautioned that the foregoing list of risks is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Mosaic and its subsidiaries are included in Mosaic's Management's Discussion and Analysis dated April 3, 2017 for the year ended December 31, 2016 and Mosaic's Annual Information Form dated April 20, 2016 for the year ended December 31, 2015, a copy of each of which is available under Mosaic's profile on SEDAR (www.sedar.com).

Although Mosaic believes that the expectations represented by any forward-looking-statements contained herein are reasonable based on the information available to it on the date of this news release, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements. Any forward-looking statements herein contained are made as of the date of this news release and Mosaic does not assume any obligation to update or revise them to reflect new information, events or circumstances, except as required by law.

SOURCE Mosaic Capital Corporation

Cam Deller, Vice President, Corporate Development, Mosaic Capital Corporation, 400, 2424 - 4th Street SW, Calgary, AB T2S 2T4, T: [phone], E: [email protected]