Black Diamond to acquire Royal Camp for $165-million

Executive Summary

• Black Diamond Group Ltd. has entered into a definitive share purchase agreement to acquire Royal Camp Services Ltd. for a total consideration of $165 million.
• The transaction is expected to create a premier integrated workforce accommodations and catering business in Canada with nearly 12,000 rooms of capacity and over 600 employees.
• Closing is subject to regulatory approvals, including the Competition Act, and is anticipated prior to the end of 2025.

Key Details

• Transaction Value: $165 million, subject to adjustment.
• Consideration Structure: Payable in cash or, at the vendors' option, a combination of cash and up to 4 million common shares of Black Diamond.
• Share Price Basis: Deemed price of $12.08 per consideration share, based on the 10-day volume weighted average price (VWAP) of Black Diamond's common shares as of the agreement date.
• Funding: The cash portion will be drawn from Black Diamond's asset-based credit facility.
• Valuation Metrics: Based on the mid-point of Royal's three-year adjusted EBITDA range of $31 million to $41 million (excluding anticipated synergies).
• Asset Valuation: Management estimates the fair market value of tangible net assets acquired is approximately equivalent to the purchase price.
• Strategic Impact:
  • Creates a combined Canadian workforce accommodations business with over 600 employees (approx. 250 indigenous).
  • Combines Black Diamond’s and Royal’s highly complementary service offerings, end markets, and geographies.
  • Enables enhanced value delivery and full turnkey services to customers.
• Regulatory Conditions: Closing is subject to satisfaction of certain regulatory approvals, specifically clearance under the Competition Act (Canada).
• Timeline: Anticipated completion prior to the end of 2025.
• Investor Event: Conference call and webcast scheduled for Sept. 22, 2025, at 11 a.m. MT (1 p.m. ET).

Notable Quotes

• "We are excited to bring together the strengths of the Black Diamond and Royal platforms -- especially as Canada focuses its efforts on expediting major nation building projects, which is expected to drive increased activity for work force accommodation services," said Trevor Haynes, chairman and chief executive officer.