TexCom Announces Acquisitions

05-Jun-2014

HOUSTON, TX - (Marketwire) – June 5, 2014 - TexCom, Inc. (OTC Pink: TEXC)(the “Company” or “TexCom”), an environmental services company serving the oil and gas industry, today announced that it has signed agreements to acquire the assets of two salt water disposal wells – the Peak Water Systems SWD #1 and the Bennett SWD #1, both located in Van Buren County, Arkansas. The purchase price for the assets will be approximately $20.29 million and will include the assumption or refinancing of approximately $7.07 million of debt. The remaining purchase price will consist of $2.65 million in cash and $10.58 million in shares of common stock. The common stock will be issued at $0.244 per share, which is the average closing price on the OTC Pink for the 60 day period prior to execution of the agreements.

These assets are expected to add $5.5 million of revenues per year and earnings before interest, income taxes, depreciation and amortization of approximately $3.7 million per year. The acquisitions are expected to close around June 30, 2014, following the Company’s Annual Shareholders Meeting on June 26, 2014. Green Bank of Houston, Texas, is providing debt financing to complete these acquisitions. WoodRock & Co. has acted as financial advisor to TexCom on these transactions.

The agreements contain customary representations, warranties and covenants by each party, including representations, warranties and covenants by the selling parties regarding environmental and legal matters. In addition to customary closing conditions, the acquisitions are subject to approval by the Company’s shareholders of a one-for-ten reverse stock split (and reduction in authorized shares) at the Annual Meeting of Shareholders.

“We are excited to acquire these excellent assets at favorable prices with a relatively low level of debt,” stated Stephen J. Barth, Chairman of the Board. “We appreciate the confidence in TexCom shown by Mr. May and the other owners who will receive the majority of the purchase price in TexCom shares. These acquisitions are an important step in growing our oil and gas and NORM waste disposal operations.”

The assets are being acquired from entities which are owned or controlled by Robert S. May, President and Chief Executive Officer of the Company, and other individuals who are currently significant shareholders of the Company. Mr. Roth, a director of the Company, owns a nominal interest in the Bennett SWD #1 well. No other director or officer, other than Mr. May and Mr. Roth, have any interest or conflict of interest related to the acquisitions.

In connection with the approval of the acquisitions, the Board of Directors has obtained a fairness opinion from Hill Schwartz Spilker Keller LLC with respect to each acquisition stating that the consideration being paid by the Company for the assets is fair from a financial point of view to the shareholders of the Company. The acquisitions were approved unanimously by the Board of Directors of the Company, with Mr. Roth recusing himself from voting on the approval of the acquisition of the Bennett SWD #1 well.

About TexCom, Inc.

TexCom, headquartered in Houston, Texas, is a growth-oriented environmental services company with a primary focus on the disposal of nonhazardous wastes generated by the oil & gas industry. Forward-Looking Statements

This press release and the presentation referenced above may contain forward-looking statements, including information about management’s view of TexCom, Inc.’s future expectations, plans and prospects. In particular, when used in the preceding discussion, the words “believes,” “expects,” “intends,” “plans,” “anticipates,” or “may,” and similar conditional expressions are intended to identify forward-looking statements. Any statements made in this news release or such presentation other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of TexCom, Inc., its divisions and concepts to be materially different than those expressed or implied in such statements. Unknown or unpredictable factors also could have material adverse effects on TexCom’s future results. The forward-looking statements included in this press release and the presentation are made only as of the date hereof. TexCom cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, TexCom undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by TexCom.