Orbital Energy Group, Inc. Announces Intent To Acquire Privately Owned, Atlanta-Based Telecommunications Company Gibson Technical Services

HOUSTON, March 30, 2021 /PRNewswire/ -- Orbital Energy Group, Inc. OEG("OEG") today announced it has reached an agreement in principal and is preparing a definitive Stock Purchase Agreement ("SPA") to acquire 100% of Gibson Technical Services ("GTS"), an Atlanta-based telecommunications company providing diversified telecommunications services nationally since 1990. The transaction is expected to close on or before April 30, 2021, subject to customary closing conditions. 

The acquisition will immediately add significant revenues and earnings to OEG.  For the calendar year 2020, GTS's audited results include gross revenues of approximately $40.0 million, gross profit of ~$6.8 million and unaudited adjusted EBITDA of ~$5.5 million.  For 2021, GTS expects to generate revenues of ~$50.0 million and EBITDA of ~$8.0 million.

Upon completion of the acquisition, GTS will become a wholly-owned subsidiary of OEG.  The senior management team, including CEO, Mike McCracken, COO, Jon Martin, and CFO, Robert Moore will remain with the company.  OEG expects no organizational changes to GTS's successful, long-term operations.

"We believe the acquisition is an excellent platform to build our telecommunications services and profitable revenue growth going forward. GTS's recognized expertise in telecommunications, including: broadband and technical services; construction; distributive antennae systems ("DAS"); wireless capabilities; and more, provides a comprehensive range of solutions for its customers in a market that has significant momentum for years to come primarily driven by the rollout of 5G spectrum; the increasing bandwidth requirements in areas such as healthcare, entertainment, and other public venues; and the FCC's recently announced $9.2 billion Rural Broadband Rollout Initiative (RBRI)," stated Jim O'Neil, OEG's Chief Executive Officer & Vice-Chairman. 

The SPA calls for purchase of the outstanding shares in GTS for a gross purchase price of $48.0 million or approximately 6x GTS's forecasted 2021 EBITDA.  The purchase is being funded by available cash resources and 2-year restricted shares of OEG common stock.

With GTS's Master Services Agreements, capabilities, reputation, and extensive contacts throughout the telecommunications industry, this acquisition is the first of several acquisitions the Company plans to execute upon this year, as OEG implements its strategy to transform into a full-service electrical, telecommunications, renewable infrastructure services platform.

"This transaction further diversifies OEG's service offerings, positions the Company to accelerate profitable revenue growth and adds immediate value to our shareholders," explained O'Neil. "GTS's talented base of technical employees and world-class team, not to mention their sterling reputation within the telecommunications industry, combined with our own resources will enable us both to further penetrate the telecommunication market. OEG's established network and capital markets access will allow GTS to expand both organically and through additional acquisitions enabling GTS to market its broad portfolio of technical services to a much larger customer base and geographic footprint."

"This is a very significant company milestone for GTS," explained GTS's CEO, Mike McCracken. "With the combination of these two companies we will now be able to increase our programs and services to our existing customer base, as well as pursue growth opportunities across a much broader market.  We look forward to a long and profitable partnership with OEG and its portfolio of companies."

Since its founding in 1990, GTS has focused on providing superior customer service, advanced technology solutions and a dedication to quality and safety unequaled in the telecom industry.  GTS's customers, including Cox Communications, Charter Business, Comcast Business, Verizon, and other industry leaders, rely on its team of talented and knowledgeable employees for crucial technical support and specialized knowledge.  Its value-added services reduce the time to identify, design and construct the cost-effective delivery of a broad range of telecommunications projects.

About Orbital Energy Group

Orbital Energy Group, Inc. OEG, formerly known as CUI Global, Inc., is creating a diversified full-service electrical, telecommunications, and renewable infrastructure services platform through the acquisition and development of innovative companies. Orbital Energy's group of businesses includes: Orbital Gas Systems, Orbital Power Services, Eclipse Foundation Group and Orbital Solar Services. Orbital Gas Systems is a 30-year leader in innovative gas solutions, serving the energy, power and processing markets through the design, installation and commissioning of industrial gas sampling, measurement and delivery systems. Orbital Power Services provides engineering, construction, maintenance and emergency response solutions to the power, utilities and midstream markets. Eclipse Foundation Group is a drilled shaft foundation construction company that specializes in providing services to the electric transmission and substation, industrial, communication towers and disaster restoration market sectors, with expertise in water, marsh and rock terrains. Orbital Solar Services provides engineering, procurement and construction ("EPC") expertise in the renewable energy industry and established relationships with solar developers and panel manufacturers in the utility scale solar market. As a publicly traded company, Orbital Energy Group is dedicated to maximizing shareholder value. But most important, our commitment to conduct business with a high level of integrity, respect, and philanthropic dedication allows the organization to make a difference in the lives of their customers, employees, investors and global community.

For more information please visit: www.orbitalenergygroup.com 

Important Cautions Regarding Forward Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The Company may experience significant fluctuations in future operating results due to a number of economic, competitive, and other factors, including, among other things, our reliance on third-party manufacturers and suppliers, government agency budgetary and political constraints, new or increased competition, changes in market demand, and the performance or reliability of our products. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information regarding these and other factors, which could materially affect the Company and its operations, are included in certain forms the Company has filed with the Securities and Exchange Commission.

Investor Relations:

KCSA Strategic Communications

David Hanover

T: 212-896-1220

orbital@kcsa.com   

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SOURCE Orbital Energy Group, Inc.