TORONTO, ON–(Marketwired – March 27, 2017) – STT Enviro Corp. (“STT” or the “Company“) (TSX VENTURE: STT) and Carmeuse Lime (Canada) Limited (“Carmeuse“) are pleased to announce that they have entered into a definitive support agreement (the “Agreement“), pursuant to which Carmeuse has agreed, subject to the terms of the Agreement, to acquire all of the issued and outstanding common shares of the Company (the “Common Shares“) for $0.315 per Common Share in cash by way of a board-approved take-over bid (the “Offer“).
The Offer consideration represents a 66.2% premium to the Company’s 20-day volume weighted average price on the TSX Venture Exchange 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.
“The offer from Carmeuse is a recognition of STT’s quality products and service and the brand that has been built by our dedicated staff and management, said Robert J. Tweedy, Chairman of STT. “The board believes that the transaction represents excellent value for our shareholders.”
“We are pleased to announce the acquisition of STT,” said Jack Fahler, Vice President of Sales and Marketing for Carmeuse. “The addition of STT will broaden our spectrum of offerings to include lime processing and bulk chemical system engineering, lime slaking optimization and ongoing monitoring, lime/bulk chemical/transload project construction and customer process advice. STT will compliment Carmeuse’s current strengths of quality product, supply chain logistics, and product development.”
The board of directors of STT has unanimously determined that it would be in the best interests of STT to support and facilitate the Offer and has unanimously resolved to recommend that STT shareholders deposit their STT Common Shares under the Offer, subject to receipt by the special committee of the board formed in connection with the proposed transaction of a confirmatory opinion from STT’s financial advisor that the Offer is fair, from a financial point of view, to the shareholders of STT.
In connection with the Offer, all of STT’s directors and executive officers representing approximately 18.5% of the issued and outstanding Common Shares, 20.4% on a fully diluted basis, have entered into lock-up agreements with Carmeuse pursuant to which they have agreed to, among other things, tender all of their Common Shares to the Offer.
Further details regarding the terms and conditions of the Offer and the process for tendering shares will be set out in a take-over bid circular and related documents which will be mailed to shareholders. Full details of the Offer will be contained in these documents, as well as the directors’ circular, all of which will be on STT’s SEDAR profile at www.sedar.com. The Offer will be open for acceptance for a period of not less than 35 days and will be conditional upon, among other things, valid acceptance of the Offer by STT shareholders owning not less than 66 2/3% of the issued and outstanding shares.
The Support Agreement provides for, among other things, a customary Board of Directors support condition, a non-solicitation covenant in respect of any competing offers from third parties, a right for Carmeuse to match any alternative transaction proposal made by another party and a provision which provides for the payment of a fee by STT to Carmeuse in limited circumstances, including if STT enters into an agreement with respect to a superior proposal from a third party.
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. The Company’s strategy is to grow organically and, longer term, to acquire companies at prices which are strategically and financially accretive.
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 Belgium and operates in about 90 locations in Italy, Belgium, France, the Netherlands, Slovakia, the Czech Republic, Hungary, Romania, Bosnia, Turkey, Ghana, the United States, Canada and Colombia.
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), the commencement 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 our 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 completion of the Offer is subject to certain conditions. Accordingly, there can be no assurance that the Offer will occur, or that it will occur on the terms and conditions described in this news release. 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.
Director of Corporate Affairs, STT Enviro Corp.
Tel: +1 905-875-5584
Email: [email protected]