ACT ENERGY TECHNOLOGIES COMPLETES ACQUISITION OF STRYKER DIRECTIONAL, EXPANDING PRESENCE IN THE SOUTHERN UNITED STATES
ACT ENERGY TECHNOLOGIES COMPLETES ACQUISITION OF STRYKER DIRECTIONAL, EXPANDING PRESENCE IN THE SOUTHERN UNITED STATES |
| [06-January-2026] |
CALGARY, AB, Jan. 6, 2026 /CNW/ - ACT Energy Technologies Ltd. (TSX: ACX) ("ACT", the "Company") is pleased to announce that on January 5, 2026 (the "Closing Date") it acquired all the assets of Stryker Energy Directional Services, LLC ("Stryker") for total consideration of USD$24.2 million (approximately CAD$34 million) (the "Transaction"). The purchase price consisted of USD$12.5 million in cash, a USD$6.7 million promissory note, and USD$5.0 million in ACT common shares. Stryker, founded in 2010 and based in Conroe, Texas, is a well-established directional drilling services provider with a highly experienced management team and a strong operating history across the Southern United States. In 2025, Stryker averaged approximately 17 active jobs per operating day, including work utilizing RSS technology. Stryker's existing management team will lead the business, ensuring continued strong customer service and long-term alignment with ACT shareholders. "Stryker has built a strong brand and a proven reputation for delivering high-performance directional drilling services to customers across the Southern U.S.," said Tom Connors, President and CEO of ACT. "We are excited to welcome Stryker's management team and employees to ACT. Their expertise and operational track record will strengthen our U.S. platform and enhance our ability to serve customers with high-value drilling technologies. The acquisition of Stryker, which relies on rented third-party mud motors for approximately one half of its active jobs, presents a meaningful opportunity for ACT to supply motors from our existing inventory, immediately reducing rental expenses and expanding margins. Their RSS fleet and deep experience in deploying and servicing MWD tools further complement our technology-focused strategy. We expect the cash flow generated by Stryker to pay back in less than two and a half years, with additional upside as synergies are realized." TRANSACTION HIGHLIGHTS
KEY TERMS OF THE TRANSACTION
The Acquisition Shares were issued at a deemed price of $5.29 per Acquisition Share for a value of approximately USD$5.0 million. The Acquisition Shares are subject to a four-month statutory hold period under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada. Additionally, the Acquisition Shares are subject to contractual resale restrictions, with 30% of the Acquisition Shares released on the dates that are 12 and 24 months following the Closing Date, and 40% on the date that 36 months following the Closing Date. In connection with the Transaction, the Company also issued 727,660 common shares of the Company (the "Stryker Shares") to Stryker at a price of $5.29 per Share, for aggregate gross proceeds of $3.85 million (USD$2.8 million) as a concurrent private placement. The Stryker Shares are subject to a four-month statutory hold period under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside of Canada. Additionally, the Stryker Shares are subject to contractual resale restrictions, with 25% of the Stryker Shares released on each of the dates that are 12, 24, 36 and 48 months following the Closing Date (see Non-GAAP Measures and Supplementary Financial Information below, for foreign exchange conversion assumptions). SELECT FINANCIAL INFORMATION (CAD)
ADVISORS LEGAL NON-GAAP MEASURES AND SUPPLEMENTARY FINANCIAL INFORMATION These measures include Adjusted EBITDAS and Free Cash Flow. Management believes these measures provide supplemental financial information that is useful in the evaluation of ACT's operations. These non-GAAP and supplemental financial measures are defined as follows: "Adjusted EBITDAS" is calculated as net income before finance costs, unrealized foreign exchange on intercompany balances, income tax expense, depreciation, amortization, non-recurring costs (including acquisition and restructuring costs), write-down of inventory and share-based compensation; and is considered an indicator of the Company's ability to generate funds flow from operations prior to consideration of how activities are financed, how the results are taxed and non-cash expenses. Further information regarding how ACT calculates and uses Adjusted EBITDAS is contained in ACT's Q3 2025 Management Discussion & Analysis under the heading "Non-GAAP Measurements" and is available on SEDAR+ under ACT's profile at www.sedarplus.com. "Free Cash Flow" is calculated as cash flow from operating activities prior to: i) changes in non-cash working capital, ii) and income tax (refund) payment less: i) cash flow from investing activities (updated from property, plant and equipment ("PP&E") and intangible asset additions, excluding assets acquired in business combinations), ii) required repayments on loans and borrowings, in accordance with the Company's credit facility agreement, and iii) repayments of lease liabilities, net of finance costs, offset by proceeds on disposal of PP&E. Free Cash Flow is a useful supplemental measure of the Company's ability to generate funds from operations available for future capital expenditures, discretionary debt repayments, or other strategic initiatives. Exchange rates calculated based on an exchange rate of 1.37437 Canadian dollars per 1.00 US dollar. All figures shown in press release are given in Canadian dollars (CAD) except where noted as US dollars (USD). ABOUT ACT ENERGY TECHNOLOGIES FORWARD-LOOKING INFORMATION Such forward-looking information is based on various assumptions that may prove to be incorrect, including, but not limited to, assumptions with respect to: the benefits from the Transaction; the integration of the Stryker business into the Company's business; assumptions regarding usage of Stryker's assets in the North American land drilling markets; conditions in the oil and gas markets and debt and equity markets generally; the ability of the Company to successfully implement its strategic plans and initiatives and whether such strategic plans and initiatives will yield the expected benefits. Although the Company believes that such assumptions are reasonable, the Company can give no assurance that such forward-looking statements will prove to be correct or that any of the events anticipated by such forward-looking statements will occur, or if any of them do so, what benefits the Company will derive therefrom. Actual results could differ materially due to a number of factors and risks including, but not limited to: the risk that ACT will not be able to integrate the Stryker business as anticipated or at all; the risk that the Stryker business will not yield operational or financial benefits as anticipated or at all; the risk that demand for ACT's services will not be as anticipated; conditions in the oil and gas and financial markets in Canada and the United States; the risk that the Company will not be able to identify and/or close on additional accretive opportunities in Canada and/or the U.S.; the ability of management to execute and fund its business strategy; and the impact of general economic conditions in Canada and the United States. Additional information regarding risks and uncertainties of the Company's business are contained under the heading "Risk Factors" in the Company's annual information form for the financial year ended December 31, 2024 and the Company's other public filings which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. The forward-looking information included in this news release is made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking information to reflect new information, future events or otherwise, except as required by applicable law. This news release also contains financial outlook information ("FOFI") about prospective results of operations, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this news release was made as of the date of this news release to provide information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for any other purpose. ACT disclaims any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, except as required by applicable law. Requests for further information should be directed to: Tom Connors, President & Chief Executive Officer SOURCE ACT Energy Technologies LTD. | ||||||||||||||||||||||
Company Codes: Toronto:ACX |
