BRAMPTON, Ontario--(BUSINESS WIRE)--

DATA Communications Management Corp. (TSX: DCM) (“DATA” or the “Company”) is pleased to announce it has entered into an agreement to acquire privately-held BOLDER Graphics (“BOLDER”) of Calgary, Alberta. DATA also announces it has arranged a new $5 million senior credit facility with Integrated Private Debt Fund V LP, and its general partner, Integrated Private Debt Fund GP Inc. (“IPD”), to help fund the acquisition.

BOLDER Graphics

BOLDER is a leading western Canadian marketing communications business, tracing its roots back more than 40 years. Its core capabilities are in large-format digital printing, offering point of sale signage, corporate packaging, outdoor signage and vehicle graphics. BOLDER also specializes in loose-leaf bindery and stationery and other commercial print capabilities. The company has approximately 40 employees operating in a 59,000 square foot facility located in Calgary, Alberta.

BOLDER generated approximately $7 million in revenues (unaudited) for the fiscal year ended January 1, 2017. DATA intends to relocate BOLDER’s staff and operations into DATA’s 165,000 square foot Calgary, Alberta facility, which produces a wide array of sheet-fed lithography, digital and wide format print services, variable print-on-demand solutions and provides warehousing, fulfilment and distribution services.

“We are pleased to welcome the BOLDER family to DATA,” said Michael G. Sifton, CEO of DATA. “BOLDER’s customer base of leading western Canadian retailers and other brands will benefit from our own capabilities in Calgary as well as our national footprint and technology solutions,” he continued. “This acquisition further strengthens our large format presence in the market and is expected to provide immediate synergies when combined with our state-of-the-art Calgary centre of excellence,” he stated.

Transaction Overview

DATA will acquire BOLDER for a total purchase price of approximately $4.9 million, comprised of $2.0 million payable in cash on closing (net of shareholder loan repayments and transaction expenses), $1.0 million through the issuance of common shares of DATA, $0.9 million in the form of a subordinated, unsecured 6.0% interest-bearing vendor take back note to be payable over a 24 month period, and the assumption of approximately $1.0 million in outstanding long term indebtedness. The purchase price will be subject to certain closing adjustments relating to working capital.

The acquisition will be completed pursuant to a share purchase agreement dated October 27, 2017 (the “SPA”) between DATA and the BOLDER shareholders. The SPA contains customary representations, warranties, covenants and other terms and conditions. DATA has secured lock-up agreements with the vendors, pursuant to which the vendors have agreed not to sell DATA common shares issued pursuant to the sale transaction for a period of twelve months from closing. A total of 704,424 common shares of DATA will be issued to the vendors and the number of DATA’s issued and outstanding common shares will increase from 19,334,735 to 20,039,159 common shares outstanding. The issuance of common shares to the vendors is subject to the approval of the Toronto Stock Exchange.

Kevin McCoy, President & CEO and founder of BOLDER, is expected to remain with the company for approximately six months to assist in transition matters. Dave Watt, Vice President, Sales and Marketing will remain with the company and continue to serve BOLDER’s clients.

Increase in Senior Credit Facilities

In connection with the acquisition, DATA has entered into a commitment letter for a new $5 million senior term credit facility with IPD, of which approximately $2 million will be used to fund the up-front cash component of the BOLDER acquisition and repay shareholder loans, $2.6 million will be used to repay in full the outstanding balance of the term loan sub-facility of the Company’s senior revolving credit facility with a Canadian chartered bank, and the balance will be used for general working capital purposes.

Closing is expected to occur on or about November 10, 2017 and is subject to customary closing conditions.

About DATA Communications Management Corp.

DATA is a leading provider of business communication solutions, bringing value and collaboration to marketing and operation teams across North America. We help marketers and agencies unify and execute communications campaigns across multiple channels, and we help operations teams streamline and automate document and communications management processes. Our core capabilities include direct marketing, print services, labels and asset tracking, event tickets and gift cards, logistics and fulfilment, content and workflow management, data management and analytics, and regulatory communications. We serve clients in key vertical markets such as financial services, retail, healthcare, lottery and gaming, not‐for‐profit, and energy. We are strategically located across Canada to support clients on a national basis, and serve the U.S. market through our facilities in Chicago, Illinois.

Additional information relating to DATA Communications Management Corp. is available on www.datacm.com, and in the disclosure documents filed by DATA Communications Management Corp. on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute “forward-looking” statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of DATA, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. When used in this press release, words such as “may”, “would”, “could”, “will”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan”, and other similar expressions are intended to identify forward-looking statements. These statements reflect DATA’s current views regarding future events and operating performance, are based on information currently available to DATA, and speak only as of the date of this press release. These forward-looking statements involve a number of risks, uncertainties and assumptions and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Many factors could cause the actual results, performance, objectives or achievements of DATA to be materially different from any future results, performance, objectives or achievements that may be expressed or implied by such forward-looking statements. The principal factors, assumptions and risks that DATA made or took into account in the preparation of these forward-looking statements include: the occurrence of any event, change or other circumstance that could give rise to the termination of the SPA; the risk that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the failure to realize the expected benefits from the acquisition of BOLDER and risks associated with the integration of BOLDER; the limited growth in the traditional printing industry and the potential for further declines in sales of DATA’s printed business documents relative to historical sales levels for those products; the risk that changes in the mix of products and services sold by DATA will adversely affect DATA’s financial results; the risk that DATA may not be successful in reducing the size of its legacy print business, realizing the benefits expected from restructuring and business reorganization initiatives, reducing costs, reducing and repaying its long-term debt, and growing its digital communications business; the risk that DATA may not be successful in managing its organic growth; DATA’s ability to invest in, develop and successfully market new digital and other products and services; competition from competitors supplying similar products and services, some of whom have greater economic resources than DATA and are well-established suppliers; DATA’s ability to grow its sales or even maintain historical levels of its sales of printed business documents; the impact of economic conditions on DATA’s businesses; risks associated with acquisitions by DATA; increases in the costs of paper and other raw materials used by DATA; and DATA’s ability to maintain relationships with its customers. Additional factors are discussed elsewhere in this press release and under the headings "Risk Factors" and “Risks and Uncertainties” in DATA’s management’s discussion and analysis and in DATA’s other publicly available disclosure documents, as filed by DATA on SEDAR (www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated or expected. Unless required by applicable securities law, DATA does not intend and does not assume any obligation to update these forward-looking statements.

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