Carmeuse Lime (Canada) Limited Announces Commencement of Friendly Offer to Acquire STT Enviro Corp. and Amendment to Support Agreement
TORONTO, ON--(Marketwired - April 13, 2017) - STT Enviro Corp. ("STT" or the "Company") (TSX VENTURE: V.STT) and Carmeuse Lime (Canada) Limited ("Carmeuse") are pleased to announce today that Carmeuse has commenced its offer to acquire all of the issued and outstanding common shares of the Company (the "Shares") for $0.315 per Share (the "Offer Price") in cash by way of a take-over bid (the "Offer") by mailing the Offer and take-over bid circular to STT shareholders (the "Shareholders"). STT's directors' circular was mailed to Shareholders concurrently with the take-over bid circular.
As described in STT's directors' circular, the board of directors of STT (the "Board") (excluding interested directors), upon the unanimous recommendation of a special committee of independent directors of STT (the "Special Committee"), recommends that Shareholders accept the Offer and deposit their Shares under the Offer.
As previously announced, the Offer Price represents a 66.2% premium to the Company's 20-day volume weighted average price on the TSX Venture Exchange ("TSXV") for the period ending March 24, 2017 (the last trading day prior to the announcement of the Offer) and a 57.5% premium to the Company's closing price on March 24, 2017.
On March 27, 2017, all of STT's directors and executive officers entered into lock-up agreements with Carmeuse pursuant to which they have agreed, among other things, to deposit all of their Shares under the Offer. Since March 27, 2017, one of the lock-up agreements has been amended and restated to correct the number of Shares that the locked-up shareholder holds and will deposit under the Offer. As a result, directors and executive officers have agreed to tender in acceptance of the Offer, an aggregate of approximately 20.0% of the issued and outstanding Shares, 21.8% on a fully-diluted basis.
The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on May 19, 2017 (the "Expiry Time"), unless the Offer is withdrawn, varied or extended in accordance with the terms of the support agreement dated March 27, 2017, as amended, entered into between STT and Carmeuse (the "Support Agreement"). Shareholders wishing to accept the Offer must take action to deposit their Shares prior to the Expiry Time.
Successful completion of the Offer is conditional upon, amongst other things, more than 66⅔% of the Shares outstanding being validly deposited under the Offer prior to the Expiry Time (the "Minimum Tender Condition"). No deposited Shares will be purchased by Carmeuse if the Minimum Tender Condition is not satisfied.
The full details of the Offer are contained in Carmeuse's take-over bid circular and related Offer materials. Copies of the take-over bid circular and related Offer materials, as well as STT's directors' circular, are available on STT's SEDAR profile at www.sedar.com.
Reasons to Accept the Offer
In making its recommendation, the Board (excluding interested directors) carefully reviewed and considered the Offer, the unanimous recommendation of the Special Committee and an opinion (the "Fairness Opinion") from the Special Committee's financial advisor, Echelon Wealth Partners Inc. ("Echelon"), and has received the benefit of advice from its financial and legal advisors. As a result of the foregoing, the Board (excluding interested directors) has unanimously determined that the Offer is fair, from a financial point of view, to Shareholders and in the best interests of STT. As described in more detail in STT's directors' circular, the reasons for the unanimous recommendation of the Board (excluding interested directors) include:
Unanimous Recommendation. The Special Committee, following consultation with its legal and financial advisors, and receipt of the Fairness Opinion, has unanimously determined that the consideration to be received under the Offer is fair, from a financial point of view, to Shareholders and that it is in the best interests of STT for STT to support and facilitate the Offer and to recommend that Shareholders accept the Offer and deposit their Shares under the Offer. The Board (excluding interested directors), upon the unanimous recommendation of the Special Committee, has unanimously determined that the Offer is fair from a financial point of view to Shareholders and in the best interests of STT and, accordingly, unanimously recommends that Shareholders accept the Offer and deposit their Shares under the Offer.
Immediate Cash Premium to Shareholders. The Offer Price represents a 66.2% premium to STT's 20-day volume weighted average price on the TSXV for the period ending March 24, 2017 (the last trading day prior to the announcement of the Offer) and a 57.5% premium to the Company's closing price on March 24, 2017.
Fairness Opinion. The Special Committee has received an opinion from the Special Committee's financial advisor, Echelon, to the effect that, as of the date of such opinion and based upon and subject to the scope of review, assumptions and limitations and other matters described therein, the consideration to be received by Shareholders pursuant to the Offer is fair, from a financial point of view, to Shareholders (other than Carmeuse and its affiliates who hold Shares). The Fairness Opinion was based on a detailed analysis performed by Echelon, including a comparison of the Offer Price to estimated valuations based on STT's recent trading history, estimated future profitability, and a discounted cash flow valuation. Echelon also compared the Offer Price to current market valuations for comparable public companies and other transactions involving the acquisition of public companies.
Lock-up Agreements. All of STT's directors and executive officers, representing approximately 20% of the issued and outstanding Shares, 21.8% on a fully diluted basis, have entered into lock-up agreements with Carmeuse pursuant to which they have agreed, among other things, to deposit all of their Shares under the Offer.
No Financing Condition and Liquidity of Consideration. The Offer is not subject to any financing condition and the consideration under the Offer will be paid entirely in cash, and in Canadian dollars, providing liquidity and certainty of value to Shareholders. Shareholders benefit from removal of financing, market, regulatory, and execution risks.
Review of Alternatives. The Special Committee, after thorough review and discussion, believes that there are limited prospects for alternative transactions that provide an immediate premium cash consideration to Shareholders.
Ability to Respond to Superior Proposals. The Board has reserved the ability to respond to unsolicited proposals that may deliver greater value to Shareholders than the Offer. The terms and conditions of the Support Agreement do not prevent an unsolicited third party from proposing or making a Superior Proposal (as such term is defined in the Support Agreement) or, provided STT complies with the terms of the Support Agreement, preclude the Board from responding to, considering and acting on, a Superior Proposal. The Company is permitted to terminate the Support Agreement to accept, approve or recommend a Superior Proposal that is made and not matched by Carmeuse provided that STT pays Carmeuse a termination fee of $1,000,000.
Arm's Length Negotiations. Active, arm's length negotiations between the Board and Carmeuse resulted in the price of the Offer being agreed upon at an amount considered to be fair from a financial point of view to Shareholders, as confirmed in the Fairness Opinion.
Likelihood of Completion. The Offer has a high likelihood of completion given the limited number of conditions necessary to take up and pay for Shares and the limited range of termination rights under the Support Agreement. In particular, the Offer is not subject to a financing condition. In light of the foregoing, the Board believes that the Offer is likely to be completed in accordance with its terms and within a reasonable time.
Information on Depositing Your Shares
Carmeuse has engaged Computershare Investor Services Inc. to act as depositary (the "Depositary") for the Offer. Shareholders can obtain copies of the take-over bid circular and related Offer materials at no charge from the Depositary. The Depositary can be contacted within North America at 1-800-564-6253 or by email at corporateactions@computershare.com. Shareholders should also contact the Depositary if they require assistance in depositing their Shares or if they have any other inquiries regarding the Offer.
Amendment to the Support Agreement
STT and Carmeuse also wish to announce that the parties have entered into an amendment dated the date hereof to the Support Agreement to clarify the treatment of outstanding options to purchase Shares (the "Options") by STT in connection with the Offer. Pursuant to the amendment, conditional upon Carmeuse taking up and paying for the Shares under the Offer, STT shall take such actions to accelerate the time for the vesting of the exercise of all outstanding Options to the Expiry Time and each holder of Options shall be entitled to either (i) in lieu of exercising Options, surrender such Options to STT in exchange for a cash payment by STT equal to the amount by which the aggregate of the Offer Price for the Shares which could be acquired pursuant to the exercise of such Options exceeds the aggregate exercise price in respect of such Options; or (ii) exercise such Options for Shares immediately prior to the Expiry Time, which Shares would then be deposited under the Offer. STT will contact holders of Options in relation to these arrangements in due course.
Advisors
Echelon is acting as financial advisor to the Special Committee and the Board and has delivered a fairness opinion addressed to them. Goodmans LLP is acting as legal counsel to STT. Blake, Cassels & Graydon LLP is acting as legal counsel to Carmeuse.
About STT Enviro Corp.
STT supplies cost effective, incremental, environmental improvements to traditional industrial products. The Company's two operating groups, STT Enviro Corp. Systems & Solutions and STT Enviro Corp. Tanks & Industrial, work to reduce their customers' environmental footprint, cost efficiently.
STT Systems & Solutions engineers and supplies chemical make down systems to neutralize pollutants (usually acid water) created in the ore or oil recovery process; and aftermarket services including optimization of chemical use for our customers to lower costs and reduce their carbon footprint.
STT Tanks & Industrial engineers and supplies bolted tanks with a smaller environmental footprint for both dry and liquid storage applications.
Environmental considerations are prerequisites in modern industrial expansion and STT Enviro Corp. is focused on being a leader and innovator on incremental environmental improvements.
For more information, please visit our website at www.sttenvirocorp.com.
About Carmeuse Lime (Canada) Limited
Carmeuse Lime (Canada) Limited owns and operates three lime plants and one limestone quarry in Ontario. It is part of the Carmeuse Group of Companies. Carmeuse is a leading manufacturer of lime and limestone products used to make steel stronger, air cleaner, roadways last longer, water more pure and waste reusable. Carmeuse products are diversely utilized across a wide range of industries including steel manufacturing, power generation, road construction and land development, water and wastewater treatment, pulp and paper production, and more. Carmeuse not only offers products, but also value-added services such as technical support, application support, and logistics support to optimize customer processes.
The Carmeuse Group is headquartered in Luxembourg and operates in about 90 locations in Italy, Belgium, France, the Netherlands, Slovakia, the Czech Republic, Hungary, Romania, Bosnia, Turkey, Oman, Thailand, Ghana, the United States, Canada and Colombia.
Forward-Looking Information
This news release includes forward-looking information about STT and Carmeuse including their business operations, strategy and the proposed STT acquisition. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects', 'anticipates', 'intends', 'plans', 'believes' or negative versions thereof and similar expressions. In addition, any statements that may be made concerning future financial performance (including revenues, earnings or growth rates), ongoing business strategies or prospects about future events is also a forward-looking statement. In particular, but without limiting the foregoing, this press release contains forward-looking information and statements pertaining to expectations, beliefs, plans, goals, objectives, assumptions, information, possible future events, conditions including the satisfaction of the conditions of the Offer and the timing of the Offer. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements.
Forward-looking statements are based on certain factors and assumptions, including expected growth, results of operations and business prospects and are inherently subject to among other things, risks, uncertainties and assumptions about operations, economic factors and the industry generally. They are not guarantees of future performance, and actual events and results could differ materially from those expressed or implied by forward-looking statements, due to, in particular, the fact that the completion of the Offer is subject to certain conditions, termination rights provided for in the Support Agreement and other risks and uncertainties. Accordingly, there can be no assurance that the proposed acquisition of STT will occur, or that it will occur on the timetable or on the terms and conditions contemplated. The Offer could be modified, restructured or terminated. The reader is cautioned to consider these and other factors carefully and not place undue reliance on STT or Carmeuse's forward-looking statements. Reliance on forward-looking statements is at an investor's own risk. Management of each of STT and Carmeuse are under no obligation (and expressly disclaim any such obligation) to update or alter the forward-looking statements whether as a result of new information, future events or otherwise, unless otherwise required by law.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada and pursuant to registration or qualification under the securities laws of any other applicable jurisdiction.
This material is not a substitute for the Offer and take-over bid circular or the directors' circular, which will be filed with certain Canadian securities regulators in Canada, regarding the proposed transaction or for any other document which STT or Carmeuse may file with securities regulators and send to Shareholders in connection with the proposed transaction. SHAREHOLDERS OF STT ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. If and when they become available to eligible viewers, the Offer and takeover bid circular and the directors' circular, along with any related documents, will be available free of charge on STT's SEDAR profile at www.sedar.com.
