19.03.2008 12:30:00
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Homeland Security Capital Corporation Acquires Safety and Ecology Corporation in $20.4 Million Deal
Homeland Security Capital Corporation (OTCBB: HOMS), a company engaged
in the acquisition, development and consolidation of homeland
security-related businesses, announced today that it has acquired
Knoxville-based Safety & Ecology Holdings Corporation (SEC) as part of
the Company’s strategy to capitalize on
significant opportunities within the homeland security industry. The
acquisition is expected to generate revenues in excess of $55 million
for 2008, and will enhance HSCC’s position in
the global marketplace for nuclear remediation and detection products
and services.
In addition, HSCC is simplifying its capital structure by exchanging its
convertible debt for preferred stock and non-convertible notes. As part
of this transaction, Christopher P. Leichtweis, founder and Chief
Executive Officer of SEC, has been appointed President of HSCC and will
join the HSCC board of directors.
HSCC will host an investor conference call tomorrow, Thursday, March 20,
at 2 p.m. Eastern to discuss the acquisition and address questions.
Dial-in details appear below.
SEC is an international provider of global environmental, hazardous and
radiological infrastructure remediation, emergency response and advanced
construction services. Its customers include the United States federal
government, the United Kingdom government and leading commercial
corporations in the engineering and construction industry.
HSCC management believes SEC will be well positioned for growth due to
the renewed spending trends in the Department of Defense (DoD), the
Department of Energy (DOE) and the Federal Emergency Management Agency
(FEMA). SEC will continue focusing on infrastructure and facility
revitalization, environmental remediation, security needs in nuclear
non-proliferation and emergency response, natural disaster response and
commercial reinvestment into the nuclear energy infrastructure.
SEC generated more than $50 million in revenue during 2007 and projects
increasing revenues and growing profitability during 2008. SEC’s
trailing 12 months of adjusted EBITDA through February 2008 was
approximately $4.3 million. Under the terms of the transaction, HSCC
purchased SEC in a cash, stock and debt deal valued at approximately
$20.4 million. In addition, SEC’s former
shareholders shall have the opportunity to receive up to an additional
$6 million of HSCC common stock based upon SEC’s
attainment of performance objectives for 2008 and 2009. SEC became a
wholly-owned subsidiary of HSCC following the closing.
"With SEC as a platform company, this
transformational acquisition establishes HSCC in the environmental
services industry,” said C. Thomas McMillen,
Homeland Security Capital Chairman and Chief Executive Officer. "Additionally,
the combination of SEC’s deep industry
knowledge and experience coupled with our proprietary nuclear detection
technology of our current subsidiary Polimatrix, Inc. should create
significant opportunities for growth and expansion.”
Mr. Leichtweis, CEO of SEC, said, "We see
this merger as an extremely positive move for our clients, employees and
the Company as a whole. The synergies between our organizations are
significant and should allow SEC to accelerate rapid growth.”
SEC has an established history of successful performance and brand
recognition in the federal and commercial market for nuclear facility
remediation and project completion. By leveraging its experience and a
comprehensive suite of core competencies, SEC has earned the reputation
as the company of choice for executing complex and high profile projects
in these established and emerging markets. In the past five years, SEC
has expanded its offering both domestically and globally to include
establishment of four international offices to support core competencies
in the UK addressing the pressing issues of federal facilities re-build
programs, non-proliferation, emergency response, anti-terrorism and
advanced construction.
Mr. Leichtweis added, "We look forward to
working with Mr. McMillen and HSCC to expand the business and increase
shareholder value. This merger positions SEC for numerous opportunities
and continued expansion in key markets including energy and resources,
and the homeland defense arena. We believe SEC’s
years of experience merged with HSCC’s
relationships and resources will lead to tremendous growth.”
To participate in HOMS’s investor conference
call tomorrow at 2 p.m. Eastern, please dial 877-407-0782. When prompted
please tell the operator you would like to connect to the Homeland
Security Capital conference call. International callers may dial
201-689-8567. An online audio web simulcast of the call will also be
accessible at http://www.investorcalendar.com/IC/CEPage.asp?ID=127511.
About Safety & Ecology Holdings Corporation (SEC)
Founded in 1991, SEC now has approximately 430 employees and annual
revenues of more than $50 million. It is recognized as one of the
fastest-growing environmental services companies in the U.S. SEC’s
vision is to enable its clients to effectively remediate, restore and
revitalize contaminated properties; and to assist its clients in
maintaining compliance with regulatory and safety stewardship
obligations to employees, investors and the general public. SunTrust
Robinson Humphrey served as advisor to Safety & Ecology Holdings
Corporation on this transaction. For more information on SEC, visit www.sec-tn.com.
About Homeland Security Capital Corporation
Homeland Security Capital is a consolidator in the fragmented homeland
security industry. The company is focused on creating long-term value by
taking controlling interest and developing its subsidiary companies
through superior operations and management. The company is headed by
former Congressman C. Thomas McMillen, who served three consecutive
terms in the U.S. House of Representatives from the 4th Congressional
District of Maryland. Homeland Security Capital intends to operate
businesses that provide homeland security products and services
solutions, growing organically and by acquisitions. The company is
targeting emerging companies that are generating revenues but face
challenges in scaling their businesses to capitalize on homeland
security opportunities. The company will enhance the operations of these
companies by helping them generate new business, grow revenues and
improve cash flows. Among Homeland Security Capital’s
portfolio of companies is Polimatrix, Inc., a leading system integrator
and total solutions provider delivering advanced radiation and nuclear
protection and detection services. The company has been operating since
September 2006 as a joint venture between Homeland Security Capital
Corporation and Polimaster, Inc. For more information about Polimatrix,
visit http://www.polimatrix.com.
Also included is Nexus, a mid-Atlantic security integrator for the
corporate and governmental security markets that specializes in
non-proprietary integrated security solutions including access control,
alarm, video, communication, perimeter protection and bomb and metal
detection security systems. Nexus provides integrated security solutions
for the corporate and government security markets. For more information
about Nexus, visit http://www.nexusna.com.
For more information about Homeland Security Capital, visit http://www.hscapcorp.com.
Forward-looking statement: This release includes certain statements
that may be deemed to be "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements
in this release, other than statements of historical facts, that address
future activities, performance, events or developments are
forward-looking statements. Although Homeland Security Capital Corp.
believes the expectations expressed in such forward-looking statements
are based on reasonable assumptions, such statements are not guarantees
of future performance, and actual results or developments may differ
materially from those in the forward-looking statements.
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