Nov 9 2010
Swisher Hygiene Inc. ("Swisher Hygiene") (TSX:SWI), a leading full-service hygiene solutions provider, today announced that it has acquired Gateway ProClean, Inc., a St. Louis-based hygiene and chemicals company.
Gateway ProClean, Inc. has been in business for over 33 years and serves a seven-state region in the greater Midwest, including the St. Louis and Kansas City markets. Gateway ProClean, Inc. and its 40 employees provide specialty chemicals and service programs such as warewash, laundry, housekeeping and floor care to the foodservice, hospitality and healthcare industries, and its products are delivered by its employees as well as distributor partners. Concurrent with the acquisition, Tommy Wohlgemuth, the Managing Partner of Gateway ProClean, Inc., has been appointed Swisher Hygiene's Area Vice President for the Central Midwest Region.
"On the heels of our recent Canadian acquisitions, we are expanding our footprint in the Midwest and are excited to bring Gateway ProClean, Inc. into the Swisher Hygiene family," said Steven R. Berrard, Chief Executive Officer of Swisher Hygiene. "Tommy's vast experience in the industry will play an important role in our plans to expand our presence as a major provider of warewash, laundry, cleaning chemical and facility service solutions."
Swisher Hygiene is also pleased to announce the acquisition of two chemical service companies in the state of Florida. Total Cost Systems, Inc., as previously disclosed in the Management Information Circular of CoolBrands International Inc. dated September 24, 2010, has been in business over 31 years, providing specialty chemicals, warewash, laundry and housekeeping services in the Tampa, Orlando and Jacksonville markets. Both owners of Total Cost Systems, Inc. – Keith Segrue and Bill Vaughn – will remain with Swisher Hygiene, with Mr. Segrue becoming Vice President of Corporate Accounts and Mr. Vaughn accepting the position of Director of Chemical and Distributor Sales. In addition to Mr. Segrue and Mr. Vaughn, the entire Total Cost Systems, Inc. team will be joining Swisher Hygiene.
SunState Chemical, LLC serves the central and west Florida markets, providing specialty chemicals, warewash, laundry and housekeeping services. Chris Zimmerman, the operating owner of SunState Chemical, LLC, has joined Swisher Hygiene as its Regional Chemical Director. Prior to founding SunState Chemical LLC in 2007, Mr. Zimmerman spent thirteen years at JohnsonDiversey in a number of positions from Territory Manager to Area Vice President.
"We are truly hitting the ground running as a new public company, and the acquisition of Total Cost Systems, Inc. and SunState Chemical, LLC will be an integral part of expanding our presence," added Mr. Berrard. "We are excited to retain the talents of Keith, Bill and Chris, as we believe they will play a vital role in developing Swisher Hygiene as a major provider of warewash, laundry, cleaning chemical and facility service solutions in the Southeast."
As noted in previous disclosure and in this news release, Gateway ProClean, Inc., Total Cost Systems, Inc. and SunState Chemical, LLC are three of seven acquisitions Swisher Hygiene has made since announcing the merger of CoolBrands International Inc. and Swisher International, Inc. on August 18, 2010. The other acquisitions include Chem West Inc. in Northern California, and three franchisees of Swisher Hygiene located in Toronto, Calgary and Edmonton, each of which operate under the Sani-Service brand.
Collectively, the seven acquired companies had approximately US$13.9 million in revenue for the twelve months prior to each acquisition. Total consideration for the seven acquisitions was US$11.8 million, consisting of US$3.6 million in cash, assumed liabilities of US$1.2 million and the issuance of US$7.0 million in promissory notes with maturities ranging from eight months to three years, of which US$5.0 million in notes may be converted into a maximum of 1,312,864 shares of Swisher Hygiene common stock subject to certain resale restrictions and subject to acceptance by the Toronto Stock Exchange. Additionally, certain sellers are eligible to earn cumulative contingent consideration over the next three years of between US$0.4 million and US$0.9 million, depending on achieving certain performance metrics.