Carmeuse Lime (Canada) Limited Acquires Remaining Outstanding Common Shares of STT Enviro Corp. Pursuant to a Compulsory Acquisition
TORONTO, ON–(Marketwired – June 14, 2017) – STT Enviro Corp. (“STT“) (TSX VENTURE: STT) and Carmeuse Lime (Canada) Limited (“Carmeuse“) today announce that Carmeuse has completed a compulsory acquisition (the “Compulsory Acquisition“) of all the remaining outstanding common shares of STT not previously owned by Carmeuse pursuant to Part XVII of the Canada Business Corporations Act (the “Act“), following its previously announced successful take-over bid (the “Offer“). A notice of Compulsory Acquisition (the “Notice of Compulsory Acquisition“) was mailed on June 12, 2017 to registered holders of common shares of STT (the “Shares“) that did not validly deposit their Shares under the Offer (the “Remaining Shareholders“).
Following the expiration of the Offer, as extended on May 19, 2017 for the mandatory extension period, the Offeror owned 43,287,757 Shares representing, on a non-diluted basis, approximately 93.9% of the issued and outstanding Shares. The Offeror acquired an additional 2,799,768 Shares pursuant to the Compulsory Acquisition representing, on a non-diluted basis, approximately 6.1% of the issued and outstanding Shares, at a price of C$0.315 per Share. As a result of the Compulsory Acquisition, the Offeror now owns all of the issued and outstanding Shares of STT.
Under the terms of the Compulsory Acquisition, and subject to the terms of the Act, the Remaining Shareholders will be entitled to receive the same consideration per Share as paid under the Offer, being $0.315 in cash. Further details are provided in the Notice of Compulsory Acquisition, which is available on STT’s SEDAR profile at www.sedar.com.
In order to receive payment for their Shares, registered Remaining Shareholders must submit (or cause to be submitted) the letter of transmittal and election form circulated with the Notice of Compulsory Acquisition along with all certificate(s) representing their Shares to Computershare Investor Services Inc. Remaining Shareholders who hold their Shares through an intermediary should contact their financial intermediary for further information and payment instructions.
As a result of the Compulsory Acquisition, STT is a wholly-owned subsidiary of Carmeuse. STT therefore considers that it is no longer appropriate for the Shares to be admitted to trading on the TSX Venture Exchange (“TSXV“).
Accordingly, STT further announces that it will apply to the TSXV to voluntarily delist its Shares from the TSXV (the “TSXV Delisting“). Once the TSXV Delisting has taken place, it will no longer be possible to effect transactions in Shares on the TSXV. The TSXV will issue a bulletin confirming the effective time of the TSXV Delisting. Following the TSXV Delisting, STT intends to make an application to the applicable Canadian securities regulatory authorities as soon as practicable to cease to be a reporting issuer in each province in which it is currently a reporting issuer.
About STT Enviro Corp.
STT supplies cost effective, incremental, environmental improvements to traditional industrial products. STT’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 STT’s 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. 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.
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 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 statements relating to the delisting of the Shares from the TSXV and the ceasing to be a reporting issuer in each province in which STT is currently a reporting issuer. 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 there are many factors that are beyond the parties’ ability to control or estimate precisely, including future market conditions, the behaviour of other market participants and the risk of unexpected costs or liabilities relating to the Offer. 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 takeover 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.
Director of Corporate Affairs
STT Enviro Corp.
Tel: +1 905-875-5584