EX-99.1
3
l15661aexv99w1.txt
EXHIBIT 99.1
EXHIBIT 99.1
Contact: Morris H. Wheeler, President & Chief Executive Officer
Cohesant Technologies Inc.
317 871-7611
FOR IMMEDIATE RELEASE
COHESANT ACQUIRES CURAFLO TECHNOLOGIES
Indianapolis, August 15, 2005--Cohesant Technologies Inc. (NASDAQ: COHT) today
announced that it has completed the purchase of the operations and assets of
CuraFlo Technologies Inc. The transaction represents a significant step in the
execution of Cohesant's long-term strategic plan to be a global leader providing
technologies for infrastructure renewal and protection.
CuraFlo, currently based in Vancouver, Canada, is North America's leading
licensor of technology for the renewal and rehabilitation of small diameter
water pipes. The process is used to rehabilitate aging water pipes in apartment
buildings, private homes and other commercial, industrial and residential
buildings. This unique process is a modern alternative to the expensive and time
consuming previous process of tearing out and replacing the old pipes. CuraFlo
also provides equipment, epoxy and other supplies to its licensees. CuraFlo's
contracting unit performs restoration, protection and replacement of plumbing
lines in Western Canada and the United States.
The integration of CuraFlo into Cohesant's brand portfolio enables the Company
to extend its infrastructure protection and renewal offerings beyond its current
municipal focus by adding CuraFlo's industry leadership position in the
commercial and light industrial sectors and its operations in the residential
sectors. The acquisition furthers Cohesant's strategy for growth through steady
organic expansion supported by select acquisitions.
"We are extremely excited about the technology and market growth potential that
the acquisition provides", stated Mr. Morris Wheeler, Chief Executive Officer of
Cohesant Technologies Inc. "CuraFlo complements our Raven Lining Systems
operations by extending our experience in the rehabilitation of water
infrastructure systems into the commercial and residential water distribution
markets. Over the past several years, CuraFlo has used Raven epoxy to establish
North American leadership in the licensing of rehabilitation technology for use
in the commercial markets".
Mr. Stuart McNeill, CEO of CuraFlo's holding company, stated, "With its greater
financial resources and existing network of certified applicators and other
customers, our combination with Cohesant will greatly accelerate CuraFlo's
ability to roll out its technology. The employees of CuraFlo, including all
members of the management team, are excited about joining a dynamic, vibrant
Cohesant team where we can apply our licensing and infrastructure rehabilitation
expertise into new markets".
For the trailing 12-months ending June 30, 2005, pro forma consolidated revenues
for CuraFlo were approximately $5.0MM and EBITDA was approximately $1.5MM.
Cohesant expects to file audited consolidated financial statements for CuraFlo,
together with pro forma statements for both Cohesant and CuraFlo, by the end of
October in accordance with SEC rules. The purchase price consists of $4.1MM in
cash and 229,661 unregistered common shares payable at Closing. Cohesant also
will assume certain liabilities of CuraFlo. In addition to the consideration
paid at closing, approximately 232,000 unregistered common shares will be held
in escrow for a minimum of 24 months to cover customary indemnification and
other post-closing obligations of Seller.
Cohesant Technologies Inc., based in Indianapolis, IN, designs, develops, and
manufactures specialized dispensing equipment and specialty coating products
under the GlasCraft, Raven and CuraFlo trade names. These systems and products
offer innovative lining technology providing corrosion protection and renewal of
infrastructure in commercial, institutional, municipal and residential sectors
of the water, wastewater and industrial markets.
Certain statements contained in this report that are not historical facts are
forward-looking statements that are subject to certain risks and uncertainties
that could cause actual results to differ materially from those set forth in the
forward-looking statement. These risks and uncertainties include, but are not
limited to, a slow-down in domestic and international markets for plural
components dispensing systems, a reduction in growth of markets for the
Company's epoxy coating systems, customer resistance to Company price increases,
the successful integration of this acquisition and CuraFlo's ability to expand
its licensing business.
####

EX - 99 . 1 3 l15661aexv99w1 . txt EXHIBIT 99 . 1 EXHIBIT 99 . 1 Contact : Morris H . Wheeler , President & Chief Executive Officer Cohesant Technologies Inc . 317 871 - 7611 FOR IMMEDIATE RELEASE COHESANT ACQUIRES CURAFLO TECHNOLOGIES Indianapolis , August 15 , 2005 -- Cohesant Technologies Inc . ( NASDAQ : COHT ) today announced that it has completed the purchase of the operations and assets of CuraFlo Technologies Inc . The transaction represents a significant step in the execution of Cohesant 's long - term strategic plan to be a global leader providing technologies for infrastructure renewal and protection . CuraFlo , currently based in Vancouver , Canada , is North America 's leading licensor of technology for the renewal and rehabilitation of small diameter water pipes . The process is used to rehabilitate aging water pipes in apartment buildings , private homes and other commercial , industrial and residential buildings . This unique process is a modern alternative to the expensive and time consuming previous process of tearing out and replacing the old pipes . CuraFlo also provides equipment , epoxy and other supplies to its licensees . CuraFlo 's contracting unit performs restoration , protection and replacement of plumbing lines in Western Canada and the United States . The integration of CuraFlo into Cohesant 's brand portfolio enables the Company to extend its infrastructure protection and renewal offerings beyond its current municipal focus by adding CuraFlo 's industry leadership position in the commercial and light industrial sectors and its operations in the residential sectors . The acquisition furthers Cohesant 's strategy for growth through steady organic expansion supported by select acquisitions . " We are extremely excited about the technology and market growth potential that the acquisition provides " , stated Mr . Morris Wheeler , Chief Executive Officer of Cohesant Technologies Inc . " CuraFlo complements our Raven Lining Systems operations by extending our experience in the rehabilitation of water infrastructure systems into the commercial and residential water distribution markets . Over the past several years , CuraFlo has used Raven epoxy to establish North American leadership in the licensing of rehabilitation technology for use in the commercial markets " . Mr . Stuart McNeill , CEO of CuraFlo 's holding company , stated , " With its greater financial resources and existing network of certified applicators and other customers , our combination with Cohesant will greatly accelerate CuraFlo 's ability to roll out its technology . The employees of CuraFlo , including all members of the management team , are excited about joining a dynamic , vibrant Cohesant team where we can apply our licensing and infrastructure rehabilitation expertise into new markets " . For the trailing 12 - months ending June 30 , 2005 , pro forma consolidated revenues for CuraFlo were approximately $ 5.0 MM and EBITDA was approximately $ 1.5 MM . Cohesant expects to file audited consolidated financial statements for CuraFlo , together with pro forma statements for both Cohesant and CuraFlo , by the end of October in accordance with SEC rules . The purchase price consists of $ 4.1 MM in cash and 229,661 unregistered common shares payable at Closing . Cohesant also will assume certain liabilities of CuraFlo . In addition to the consideration paid at closing , approximately 232,000 unregistered common shares will be held in escrow for a minimum of 24 months to cover customary indemnification and other post - closing obligations of Seller . Cohesant Technologies Inc . , based in Indianapolis , IN , designs , develops , and manufactures specialized dispensing equipment and specialty coating products under the GlasCraft , Raven and CuraFlo trade names . These systems and products offer innovative lining technology providing corrosion protection and renewal of infrastructure in commercial , institutional , municipal and residential sectors of the water , wastewater and industrial markets . Certain statements contained in this report that are not historical facts are forward - looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward - looking statement . These risks and uncertainties include , but are not limited to , a slow - down in domestic and international markets for plural components dispensing systems , a reduction in growth of markets for the Company 's epoxy coating systems , customer resistance to Company price increases , the successful integration of this acquisition and CuraFlo 's ability to expand its licensing business . # # # #