March 12, 2015

Chorus Aviation to acquire Voyageur Airways

Chorus Aviation has entered into an agreement to acquire all of the issued and outstanding shares of 519222 Ontario Limited, a holding company that owns Voyageur Airways and its related companies (‘Voyageur’), a leading provider of specialized aviation services with international operations. Voyageur, a Transport Canada approved air operator, is an integrated provider of specialized aviation services, including contract flying operations both internationally and domestically, and offers advanced engineering and maintenance capabilities. Voyageur is a private company headquartered at its 200,000 ft² facility in North Bay, Ontario. The company has a track record of strong financial performance with solid revenue and consistent free cash flow generation. For the last fiscal year ended December 31st, 2014 , Voyageur generated adjusted EBITDA1 of approximately CA$16.9m. The purchase price, on a cash free/debt free basis, represents a total enterprise value of approximately CA$80m, subject to closing working capital adjustments. Utilizing cash on hand, CA$47.0m will be paid at closing, along with the issuance of CA$8.0m in Chorus Class B Voting Shares. Approximately a further CA$25m in deferred cash payments will be paid in separate installments over the 36 month period following the closing. The CA$80m purchase price is supported by the appraised value of Voyageur’s owned aircraft, real estate and working capital. Closing of the transaction is expected to occur in the second quarter of 2015 and is subject to certain closing conditions, including receipt of TSX, regulatory and other third party approvals, and completion of certain remaining due diligence.



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