Pure Technologies to acquire U.S.-Based Wachs Water Services

Announces Teleconference and Investor Presentation

CALGARY, Feb. 17, 2015 /CNW/ - Pure Technologies Ltd. ("Pure" or the "Company") (TSX: PUR) announced today that, through its wholly-owned subsidiary Pure Holding Inc., it has entered into a definitive agreement to acquire the business of Wachs Valve and Hydrant Services, LLC ("Wachs Water"), a privately held company operating as Wachs Water Services. In business for 15 years and headquartered in Buffalo Grove, Illinois, Wachs Water is a leading provider of flow control maintenance and support, leak detection, and related asset management services to the water sector in the United States. Wachs Water was formed from the E.H. Wachs Company, which was founded in 1883.

The total purchase price is US$18.5 million, consisting of US$13.5 million in cash and US$5.0 million in common shares of Pure (totalling 878,640 shares), to be issued in equal tranches on the 6-month, 12-month, and 18-month anniversaries of closing the transaction. Closing is expected to occur early in the second quarter of 2015. The purchase price includes US$3.5 million in net working capital. For the trailing 12 months ended September 30, 2014, Wachs Water generated revenue of US$18.7 million (unaudited) with an estimated order book of US$13.6 million. Adjusted EBITDA was US$3.0 million during the trailing 12 months ended September 30, 2014 compared to US$2.3million generated during the 12 months ended December 31, 2012, a compound annual growth rate of 16% over this period. Over this same timeframe, adjusted EBITDA margins grew from 12% to 16%.

"We are delighted with the opportunity to add Wachs Water to the Pure team," said Jack Elliott, President and CEO of Pure. "This important acquisition further diversifies Pure's business in the U.S. water sector, broadens our client base especially in the small and medium-sized utility space, and provides us with complementary revenue streams in related pipeline management activities. It also brings to Pure significant management capability, and enhanced business development and field services resources. Wachs Water's experienced management team, led by Cliff Wilson, President, will complement our own and will be instrumental in increasing operational efficiency and managing growth in our North American business. The acquisition is consistent with our stated strategy of selectively adding expanded distribution channels for our suite of proprietary inspection and condition assessment technologies."

"With Wachs Water, our combined services and expertise encompass the length of the underground infrastructure value chain, further positioning us as the leader in our space," commented Michael Higgins, Pure's Senior Vice President for the Americas region. "Wachs Water's expertise in pipeline valve, hydrant and distribution systems management greatly expands our overall offering. Our respective water utility clients will benefit from an enhanced and integrated solution set which includes Pure's proprietary inspection and monitoring technologies. Together, we now have the capability to fully manage pipeline condition assessment projects, from valve management to pipeline re-commissioning."

"We are excited to join the Pure team," said Cliff Wilson, co-founder and President of Wachs Water. "Together, we will be in a unique position to help utilities solve underlying and fundamental underground aging infrastructure challenges. I see this as a tremendous fit that delivers opportunities to better serve our clients while also providing additional opportunities for our team members. I look forward to a bright future."

Canaccord Genuity acted as financial advisor and Husch Blackwell LLP acted as legal counsel to Pure on this transaction. Capstone Partners acted as financial advisor and Chuhak & Tecson P.C. acted as legal counsel to Wachs Water.

Teleconference and Investor Presentation

For supplemental information on the acquisition of Wachs Water, Pure's Senior Management will be hosting a teleconference on Tuesday, February 17 at 10:30 am EST and releasing an investor presentation.  

The telephone numbers for the conference are toll-free 1-888-231-8191 (within North America) and 647-427-7450 (Local / International).

• Conference ID: 87784296
• A replay will be available approximately two hours after the call and will be available for two weeks. Access the replay by calling 1-855-859-2056 (toll-free within North America) or 416-849-0833 (Local / International). Use the following Passcode followed by the number sign: 87784296.

A link to presentation slides will be available approximately 15 minutes prior to the call on Pure's website. Under the "Investors" main menu tab, select "Presentations and Webcasts".

About Wachs Water Services

Wachs Water's roots reach back 132 years to the creation of the Wachs Company in 1883. The Wachs Companies have been trusted solutions providers to water utilities for over 60 years. Wachs Water Services was founded in 2000, as a service company focused on helping water utilities increase control of their aging distribution networks. Wachs Water currently provides the following services to the water and wastewater pipeline sector:

• Information Management: Developing and maintaining GIS databases on water and wastewater flow control systems
• Valve assessment, maintenance and flow control: Helping utilities to understand the operation of their valve systems and to reduce the consequence of pipe failure through timely and appropriate valve control in the event of a failure
• Leak Detection: Providing leak detection and non-revenue water management services to water agencies
• Wastewater collection system assessment and prioritization: Providing a multi-technology assessment capability to help owners prioritize cleaning and CCTV inspections

For additional information on Wachs Water, please visit: www.wachsws.com

About Pure Technologies Ltd.

Pure Technologies Ltd. is an international asset management, technology and services company which has developed patented technologies for inspection, monitoring and management of critical infrastructure around the world. Pure's business model incorporates four distinct but complementary business streams:

• Sales of proprietary monitoring technologies for pipelines, bridges and structures;
• Recurring revenue from data analysis, site maintenance, and from technology licensing;
• Premium technical services including pipeline inspection, leak detection and condition assessment;
• Specialized engineering services in asset management, non-revenue water and condition assessment for water and wastewater infrastructure.

Forward-Looking Statements

This News Release contains forward-looking statements, including, without limitation, statements containing the words "should", "believe", "anticipate", "may", "plan", "will", "continue",  "intend", "expect",  "estimate"  and other similar expressions.  These statements constitute "forward-looking information" within the meaning of applicable Canadian securities laws.  These statements are based on the Company's current expectations, estimates, forecasts and assumptions.  Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other important factors that could cause the Company's actual performance to be materially different from that projected. Examples of these statements would include those relating to the benefits expected to be realized from the acquisition of the Wachs Water business, the timing of closing of the acquisition, where the Company forecasts the timing of new and existing projects, the success of the Company's new technologies and entering new markets, the Company's ability to generate future cash flows and the timing and amount of future dividend payments.   The assumptions, risks and uncertainties that could cause actual results to differ materially from the forward-looking information, include, but are not limited to, delays in the satisfaction of the conditions to the Closing of the Wachs Water acquisition, the Company's ability to successfully integrate the Wachs Water business into its existing operations, market changes, the Company's ability to deliver services in a timely and cost effective manner, technological change, changes in general economic conditions and other risks detailed from time to time in our ongoing filings with the Canadian securities regulatory authorities, including those in the Company's Annual Information Form, which filings can be found at www.sedar.com. Given these assumptions, risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by applicable securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise.

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SOURCE Pure Technologies Ltd.

To find out more about Pure Technologies Ltd. (TSX: PUR), visit our website at www.puretechltd.com or contact Paul Moon, Investor Relations; [phone] or [email protected].