The acquisition, through its wholly owned subsidiary CanaDream Inc., includes substantially all of the assets and business of Westcoast for an aggregate purchase price of $1.58 million. The purchase price is comprised of approximately $1.38 million payable in cash, subject to a holdback for fleet repair adjustments and commission on confirmed sales, and 266,667 CanaDream common shares issued from treasury at a deemed price of 75 cents per common share.
The purchased assets include Westcoast’s fleet, 2015 booked sales receivables, assignable contract rights, business records, proprietary software, intellectual property (including trademarks, websites, logos), other fixed assets, goodwill and other intangible property. Westcoast’s founder and CEO Gord Rees has agreed to a five year non-competition and non-solicitation agreement and to enter into a two-year consulting agreement with CanaDream Inc. Rees will also be granted 175,000 stock options exercisable at 60 cents into CanaDream common shares. The options shall vest at the end of the two year consulting term and shall expire five years after grant.
Westcoast has been promoting Canadian tourism by offering RV rentals from Calgary, Alberta and Vancouver, British Columbia for 35 years. Rees is one of the original founders of Westcoast and has owned (together with his holding company) all of Westcoast’s outstanding shares for the last 20 years. Rees is a well-respected leader in both the Canadian tourism and RV rental industry and was instrumental in the establishment of the RV Rental Association of Canada in 2002, serving four years as president, and continues to serve as a board member of the association, which represents 2,500 rental units in Western Canada.
“We are pleased to welcome Gord to CanaDream. He brings years of experience and knowledge of the RV rental industry that will help build CanaDream’s brand and shareholder value” said CEO Brian Gronberg. “We look forward to serving Westcoast’s guests and providing them with the opportunity to experience Canada at their own pace, as guests of CanaDream.”
This transaction is subject to the submission of final documentation and final approval of the TSX Venture Exchange.