Calgary, Alberta--(Newsfile Corp. - November 12, 2019) - 2111943 Alberta Ltd. (the "Aveda Nominee") wishes to provide an update to the former shareholders of Aveda Transportation and Energy Services Inc. (TSXV: AVE) ("Aveda") in relation to the current status of the potential contingent consideration payable to persons who held common shares of Aveda as of June 6, 2018, being the date that Aveda was indirectly acquired by Daseke, Inc. (NASDAQ: DSKE) (NASDAQ: DSKEW) ("Daseke") under the terms of the arrangement agreement (the "Arrangement Agreement") dated April 13, 2018 among Aveda, Daseke, Daseke Companies, Inc. (the "Purchaser"), the Aveda Nominee and certain other parties.
Under the terms of the Arrangement Agreement, the former shareholders of Aveda would be entitled to receive an additional earn-out payment if Aveda achieved certain adjusted earnings performance criteria over the 12 month period from June 1, 2018 - May 31, 2019. The Arrangement Agreement had provided that: (i) the Purchaser would provide a draft Adjusted Earnings Statement to the Aveda Nominee by August 31, 2019; (ii) the Aveda Nominee would have a 30 day period to review the draft adjusted earnings statement and if it disagreed with the calculation, to file a notice of dispute with the Purchaser within 30 days; (iii) following a notice of dispute, the Aveda Nominee and Purchaser would work together expeditiously and in good faith for 30 days to try to resolve the dispute, and failing which, either party could refer the dispute to a designated third party for resolution of the accounting dispute.
On September 13, 2019, the Aveda nominee received the draft adjusted earnings statement from Daseke indicating that no earn-out would be payable to the former Aveda shareholders. The Aveda Nominee did not agree with several items in the draft adjusted earnings statement.
The draft adjusted earnings statement was unexpected given positive public statements by Daseke earlier in 2019 about the anticipated financial performance of Aveda (as referred to in Daseke's Q4, 2018 corporate presentation and related earnings call transcript both of March 8, 2019, as well as in Note 3 to Daseke's Form 10-Q quarterly report for the period ended June 30, 2019 (the "Daseke 10-Q")). The statement in the Daseke 10-Q that the Aveda contingent consideration was estimated at USD $21.2M was repeated again in oral statements to the Aveda Nominee by Daseke's then current, and now former CEO and CFO. The Aveda Nominee has not received any communications from Daseke's current CEO or CFO concerning the potential contingent consideration.
On October 11, 2019, the Aveda Nominee filed a notice of dispute with the Purchaser under the terms of the Arrangement Agreement disputing a number of items in the draft adjusted earnings statement.
Efforts to date by the Aveda Nominee to reach agreement with the Purchaser and Daseke on the draft adjusted earnings statement have not been successful.
The Aveda Nominee is currently considering referral of the dispute to the designated third party under the Arrangement Agreement, as well as considering all other available remedies.
About Aveda Transportation and Energy Services
Aveda was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006, the Company went public on the TSX Venture Exchange. Aveda had operations in Leduc, AB, Grande Prairie, AB, Edson, AB, Pleasanton, TX, Midland, TX, Pecos, TX, Marshall, TX, Williston, ND, Williamsport, PA, Martins Ferry, OH and Oklahoma City, OK and was publicly traded on the TSX Venture Exchange under the symbol AVE at the time of its sale to Daseke in 2018.
For more information, please contact:
2111943 Alberta Ltd.
E-mail: [email protected]
This news release may contain forward-looking statements based on current expectations of the Aveda Nominee, including statements regarding the potential contingent consideration payable to former Aveda shareholders and the Aveda Nominee's actions in relation to the same. These statements should not be read as guarantees of future developments, events, performances or results. The Aveda Nominee disclaims any obligation to revise or update any such forward-looking statements or to publicly announce the result of any revisions to such statements to reflect future developments except as required by law.
The public documents of Daseke referred to in this news release were, as of the date of this news release, publicly available on https://www.sec.gov/edgar.shtml (other than the Q4, 2018 earnings call transcript of Daseke which was available on www.daseke.com) and are subject to the applicable cautionary statements in such documents. The Aveda Nominee does not take any responsibility for the accuracy of such documents.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any jurisdiction.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
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