SYS-CON MEDIA Authors: Sean Houghton, Glenn Rossman, Ignacio M. Llorente, Xenia von Wedel, Peter Silva

News Feed Item

Sullivan International Group Enters Into Memorandum of Understanding With EQM Technologies & Energy Regarding Potential Merger

SAN DIEGO, CA -- (Marketwired) -- 01/21/14 -- Sullivan International Group, Inc. ("Sullivan"), San Diego's premier provider of environmental services to government and commercial sectors, announced today that it has entered into a memorandum of understanding (the "MOU") with EQM Technologies & Energy, Inc. (OTCQB: EQTE) ("EQM") regarding a potential merger of Sullivan and EQM. EQM, based out of Cincinnati, OH, is a leading provider of environmental services to government and commercial sectors.

The MOU, which is non-binding and subject to the satisfactory completion of a mutual due diligence review, provides that Sullivan and EQM will negotiate and enter into a merger agreement pursuant to which Sullivan would merge with and into a subsidiary of EQM. For the trailing 12 months as of September 30, 2013, EQM and Sullivan generated approximately $100 million in combined revenues. In the merger, Sullivan's stockholders would receive approximately $2 million in cash and 16 million shares of EQM's common stock, which amounts may be adjusted based on the parties' due diligence review and EQM's expected debt level following the merger. Upon completion of the merger, Sullivan's CEO Steve Sullivan would become President and a director of EQM.

"Having worked with EQM over the past decade, the opportunity to combine forces through a merger is a natural progression in this already successful and mutually beneficial relationship," said Steve Sullivan, Chief Executive Officer of Sullivan. "A merger will also provide a broader base of project opportunities essential to retain existing employees and attract top talent needed to compete in today's evolving environmental industry."

"A potential merger with Sullivan presents an exciting opportunity for EQM to expand our revenue base and to produce efficiencies that will benefit our customers and make us more competitive in the marketplace," said Jon Colin, Interim Chief Executive Officer of EQM. "We believe that a merger with Sullivan would provide substantial value to EQM's stockholders."

The obligations of the parties to complete the merger under the terms of the merger agreement would be subject to various conditions, including but not limited to a condition that EQM raise at least $10 million in net proceeds in a PIPE or public offering of its common stock, that Sullivan and EQM receive all required approvals in connection with the merger and the financing and the drafting and execution of definitive transaction documents. The parties plan to work together to complete the financing on or before June 30, 2014. There can be no assurance that the parties will enter into a merger agreement or will be able to complete the financing or the merger.

The MOU contains a binding exclusivity provision in which Sullivan has agreed that for 180 days it will not enter into another agreement with a third party with respect to the acquisition or sale of Sullivan or a material part of its assets, or engage in any related discussions with a third party. This exclusivity provision will be extended automatically for an additional 180 days if EQM enters into a letter of intent or similar agreement with an underwriter or placement agent with respect to the financing.

Notwithstanding the above, the MOU does not preclude EQM from continuing to pursue or close other potential acquisition candidates.

About Sullivan International Group, Inc.

Sullivan, based in San Diego, CA, is an award winning provider of environmental services to include, consulting & engineering, environmental technologies, energy services and remediation & construction management to both the private and federal sectors, with approximately 168 employees and satellite offices and operations in 10 states. Ranked as one of the nation's top 200 environmental firms by Engineering News record (ENR) in 2013, Sullivan serves numerous federal agencies, including the Environmental Protection Agency, Department of Defense (including the Air Force Center for Engineering & Environment, Naval Facilities Engineering Command, and the Army Corps of Engineers), as well as private sector clients across multiple industries. For additional information, please visit www.onesullivan.com.

About EQM Technologies & Energy, Inc.

EQM, based in Cincinnati, OH, is a leading provider of environmental services -- consulting & engineering, clean technology, and remediation & construction management -- to the public and industrial sectors, with approximately 204 employees and satellite offices and operations in 11 states. EQM has longstanding relationships and multi-year contracts with numerous federal agencies, including the Environmental Protection Agency and the Department of Defense (including the Air Force Center for Engineering & Environment, Naval Facilities Engineering Command, and the Army Corps of Engineers), as well as private sector clients across numerous industries. For more information, please visit www.eqm.com.

This press release may contain forward-looking statements made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe," "potential," "should," "continue" or the negative versions of those words or other comparable words. These forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to us and our current plans or expectations, and are subject to a number of uncertainties and risks that could significantly affect current plans, anticipated actions and our future financial condition and results. The uncertainties and risks include, but are not limited to, our ability to successfully implement our business strategy, changes and fluctuations in the U.S. public sector's spending priorities, changes in laws and regulations related to the protection of the environment, our need for additional financing and the availability and terms of any such financing, and our ability to successfully integrate acquired businesses and realize anticipated synergies. Certain of these risks and uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

Contact
Sullivan International Group, Inc.
Kevin Hayford
619-260-1432
Marketing Director
Fax: 619-260-1421
Email Contact

Contact
EQM Technologies & Energy, Inc.
Robert R. Galvin
800-229-7495 or 513-742-7219
Chief Financial Officer
Fax: 513-825-7495
Email Contact

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
DevOps Summit 2015 New York, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long development cycles that produce software that is obsolete...
“DevOps is really about the business. The business is under pressure today, competitively in the marketplace to respond to the expectations of the customer. The business is driving IT and the problem is that IT isn't responding fast enough," explained Mark Levy, Senior Product Marketing Manager at Serena Software, in this SYS-CON.tv interview at DevOps Summit, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
“We help people build clusters, in the classical sense of the cluster. We help people put a full stack on top of every single one of those machines. We do the full bare metal install," explained Greg Bruno, Vice President of Engineering and co-founder of StackIQ, in this SYS-CON.tv interview at 15th Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The cloud is becoming the de-facto way for enterprises to leverage common infrastructure while innovating and one of the biggest obstacles facing public cloud computing is security. In his session at 15th Cloud Expo, Jeff Aliber, a global marketing executive at Verizon, discussed how the best place for web security is in the cloud. Benefits include: Functions as the first layer of defense Easy operation –CNAME change Implement an integrated solution Best architecture for addressing network-l...
Mobile commerce traffic is surpassing desktop, yet less than 20% of sales in the U.S. are mobile commerce sales. In his session at 15th Cloud Expo, Dan Franklin, Segment Manager, Commerce, at Verizon Digital Media Services, defined mobile devices and discussed how next generation means simplification. It means taking your digital content and turning it into instantly gratifying experiences.
“In the past year we've seen a lot of stabilization of WebRTC. You can now use it in production with a far greater degree of certainty. A lot of the real developments in the past year have been in things like the data channel, which will enable a whole new type of application," explained Peter Dunkley, Technical Director at Acision, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, p...
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com...
Verizon Enterprise Solutions is simplifying the cloud-purchasing experience for its clients, with the launch of Verizon Cloud Marketplace, a key foundational component of the company's robust ecosystem of enterprise-class technologies. The online storefront will initially feature pre-built cloud-based services from AppDynamics, Hitachi Data Systems, Juniper Networks, PfSense and Tervela. Available globally to enterprises using Verizon Cloud, Verizon Cloud Marketplace provides a one-stop shop fo...
Leysin American School is an exclusive, private boarding school located in Leysin, Switzerland. Leysin selected an OpenStack-powered, private cloud as a service to manage multiple applications and provide development environments for students across the institution. Seeking to meet rigid data sovereignty and data integrity requirements while offering flexible, on-demand cloud resources to users, Leysin identified OpenStack as the clear choice to round out the school's cloud strategy. Additional...
The Internet of Things is not new. Historically, smart businesses have used its basic concept of leveraging data to drive better decision making and have capitalized on those insights to realize additional revenue opportunities. So, what has changed to make the Internet of Things one of the hottest topics in tech? In his session at @ThingsExpo, Chris Gray, Director, Embedded and Internet of Things, discussed the underlying factors that are driving the economics of intelligent systems. Discover ...
SYS-CON Media announced today that Aruna Ravichandran, VP of Marketing, Application Performance Management and DevOps at CA Technologies, has joined DevOps Journal’s authors. DevOps Journal is focused on this critical enterprise IT topic in the world of cloud computing. DevOps Journal brings valuable information to DevOps professionals who are transforming the way enterprise IT is done. Aruna's inaugural article "Four Essential Cultural Hacks for DevOps Newbies" discusses how to demonstrate the...
"Our premise is Docker is not enough. That's not a bad thing - we actually love Docker. At ActiveState all our products are based on open source technology and Docker is an up-and-coming piece of open source technology," explained Bart Copeland, President & CEO of ActiveState Software, in this SYS-CON.tv interview at DevOps Summit at Cloud Expo®, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
"BSQUARE is in the business of selling software solutions for smart connected devices. It's obvious that IoT has moved from being a technology to being a fundamental part of business, and in the last 18 months people have said let's figure out how to do it and let's put some focus on it, " explained Dave Wagstaff, VP & Chief Architect, at BSQUARE Corporation, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The move in recent years to cloud computing services and architectures has added significant pace to the application development and deployment environment. When enterprise IT can spin up large computing instances in just minutes, developers can also design and deploy in small time frames that were unimaginable a few years ago. The consequent move toward lean, agile, and fast development leads to the need for the development and operations sides to work very closely together. Thus, DevOps become...