Important Shareholder Information for Proposed Plan of Arrangement

May 08, 2018

CALGARY, Alberta, May 08, 2018 (GLOBE NEWSWIRE) -- Aveda Transportation and Energy Services Inc. ("Aveda" or the "Company") (TSX-V:AVE), one of North America’s largest dedicated rig moving companies, provides the following update regarding the shareholder meeting described in its press releases of April 16, 2018 and April 19, 2018 to consider approval of a business combination with Daseke, Inc. ("Daseke"), a leading consolidator and the largest owner of flatbed and specialized transportation and logistics solutions in North America, by way of a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). 

Aveda has mailed the information circular ("Information Circular"), letter of transmittal and election form ("Letter of Transmittal and Election Form"), and other meeting materials to all shareholders of record as of April 30, 2018, for Aveda's special meeting of shareholders to be held on May 30, 2018, for the purpose of considering the Arrangement (the "Meeting").  At the Meeting, holders of Aveda common shares ("Aveda Shares") will consider, and if deemed advisable, approve the Arrangement, pursuant to which Daseke will acquire all of the issued and outstanding Aveda Shares.  Under the terms of the Arrangement, each holder of Aveda Shares has three options with respect to the consideration to be received for their Aveda Shares:

  1. Share-for-share – Holders of Aveda Shares can choose to receive 0.0751 Daseke common shares for each Aveda Share held (the "Share Consideration").
  2. All-cash – Holders of Aveda Shares can choose to receive CAD $0.90 in cash for each Aveda Share held (the "Cash Consideration").
  3. Combination of cash and shares – Holders of Aveda Shares may choose a combination of Share Consideration and Cash Consideration.

In addition, regardless of the choice of consideration, each holder of Aveda Shares shall be entitled to receive a pro rata share of a multiple of the amount (if any) by which Aveda's EBITDA for a specified period after the effective time of the Arrangement exceeds CAD $18.0 million (the "Earnout").  See the Information Circular and Aveda's news release dated April 16, 2018, for further details regarding the Earnout.

Aveda's board of directors unanimously recommends that holders of Aveda Shares vote IN FAVOUR of the Arrangement.

Each registered holder of Aveda Shares must elect to receive the Share Consideration, Cash Consideration, or a combination of both, by delivering to Computershare Investor Services Inc. a duly completed Letter of Transmittal and Election Form, with the certificate(s) or DRS Advice representing such Aveda Shares, by no later than 5:00 p.m. (Toronto time) on May 28, 2018 (the "Election Deadline").  

HOLDERS OF AVEDA SHARES WHO DO NOT SUBMIT A DULY COMPLETED LETTER OF TRANSMITTAL AND ELECTION FORM PRIOR TO THE ELECTION DEADLINE WILL AUTOMATICALLY BE DEEMED TO HAVE ELECTED TO RECEIVE THE SHARE CONSIDERATION.

Non-registered holders of Aveda Shares (i.e. if the Aveda Shares are registered in the name of a broker, custodian, nominee or other intermediary), must contact their respective brokers (or intermediaries) for instructions on making an election for the consideration receivable under the Arrangement.  Brokers (or intermediaries) of non-registered holders of Aveda Shares will likely require that the election is made by such non-registered holders in advance of the Election Deadline.

As Daseke is incorporated in a jurisdiction outside of Canada, there may be tax consequences to holders of Aveda Shares who elect (or are deemed to elect) to receive the Share Consideration.  Please refer to the Information Circular for more information about tax considerations, as well as the Letter of Transmittal and Election Form for election and delivery instructions.  A copy of the Information Circular can be found under Aveda's profile on www.sedar.com.  Holders of Aveda Shares are encouraged to read the Information Circular and Letter of Transmittal and Election Form in their entirety in order to make an informed decision on how to vote at the Meeting and whether (and how) to elect to receive the Share Consideration, Cash Consideration, or a combination of both.

About Aveda Transportation and Energy Services

Aveda provides specialized transportation services and equipment required for the exploration, development and production of petroleum resources in the Western Canadian Sedimentary Basin and in the United States of America principally in and around the states of Texas, Pennsylvania, Oklahoma, Ohio and North Dakota. Aveda balances Performance, Safety and Value for our Customers through Leadership, Financial Discipline and Proper Planning, while providing a culture of Family for our employees. Aveda strives for a world where its operations improve the daily experience of our customers, our employees, and every person we meet on the road to success.

Aveda was incorporated in 1994 as a private company to serve the oil and gas industry. In the spring of 2006, the Company went public on the TSX Venture Exchange. Aveda has major operations in Leduc, AB, Grande Prairie, AB, Edson, AB, Pleasanton, TX, Midland, TX, Pecos, TX, Marshall, TX, Williston, ND, Williamsport, PA, Martins Ferry, OH and Oklahoma City, OK. Aveda is publicly traded on the TSX Venture Exchange under the symbol AVE. Aveda has 12 locations which cover North America’s most prolific oil and gas plays. The Company has almost 1,500 pieces of modern, well maintained equipment and employs approximately 610 team members. Aveda’s unique differentiator is our advanced operational and safety culture. For more information on Aveda please visit www.avedaenergy.com.

About Daseke, Inc.

Daseke is a leading consolidator and the largest owner of flatbed and specialized transportation and logistics solutions in North America. Daseke offers comprehensive, best-in-class services to many of the world’s most respected industrial shippers through experienced people, more than 5,200 tractors, more than 11,000 flatbed and specialized trailers, and million-plus square feet of industrial warehousing space. Daseke is uniquely positioned as the largest carrier, yet has only a small percent market share, of the highly fragmented flatbed and specialized transportation market. For more information, please visit www.daseke.com.

For more information, please contact:
Bharat Mahajan, CPA, CA
Vice President, Finance and Chief Financial Officer
(403) 264-5769
bharat.mahajan@avedaenergy.com

Forward-Looking and Cautionary Statements

This News Release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should", "potential" or similar words, including negatives thereof, suggesting future outcomes. In particular, this News Release contains forward-looking statements relating to the Arrangement, including but not limited to: the anticipated benefits of the Arrangement to Aveda shareholders, the date of the shareholder meeting being held in connection therewith; that Aveda will be able to complete the Arrangement as expected or on the timeline expected; the amount of consideration payable under the Arrangement, and that Aveda will be able to obtain all necessary court, shareholder and regulatory approvals for the Arrangement. Aveda believes the expectations reflected in such forward-looking statements are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon.

Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Aveda’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the Arrangement is delayed or is not completed for any reason, the risk that the anticipated benefits of the Arrangement are not realized, the risk that the Earnout does not become payable for any reason, including the actual results of Aveda’s future operations, factors beyond Aveda’s control, and the risks identified in the Information Circular and Aveda’s management discussion and analysis for the year ended December 31, 2017 (the "MD&A"), both of which are available for viewing on SEDAR at www.sedar.com. In addition, the terms of the Earnout should not be construed as a financial projection.  There is no assurance that any amount will become payable under the Earnout.  Any forward-looking statements are made as of the date hereof and, except as required by law, Aveda assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Non-IFRS Measures

This press release contains the term "EBITDA" which does not have any standardized meaning prescribed by IFRS and therefore may not be comparable with the calculation of financial information of Aveda or similar measures for other entities. As used herein, EBITDA is defined as Aveda’s net income (or loss) (calculated in accordance with U.S. GAAP) before interest, income taxes, depreciation, amortization and stock-based compensation for the relevant period, subject to certain other additions and reductions as described in the arrangement agreement dated April 13, 2018 between, among others, Daseke and Aveda.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Source: Aveda Transportation and Energy Services Inc

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