Carmeuse Lime (Canada) Limited Announces Expiry of Offer to Acquire STT Enviro Corp. and Intention to Proceed with Compulsory Acquisition
TORONTO, ON–(Marketwired – June 06, 2017) – STT Enviro Corp. (“STT“) (TSX VENTURE: STT) and Carmeuse Lime (Canada) Limited (“Carmeuse“) are pleased to announce today that Carmeuse’s offer to acquire all of the issued and outstanding common shares of STT (the “Shares“) for C$0.315 per Share by way of a take-over bid (the “Offer“), as extended on May 19, 2017 for the mandatory extension period, expired at 5:00 p.m. on June 5, 2017.
Since Carmeuse’s initial take up of 42,358,857 Shares on May 19, 2017, Computershare Investor Services Inc., the depositary, has reported that as at 5:00 p.m. (Toronto time) on June 5, 2017, the expiry of the mandatory extension period of the Offer, an additional 928,900 Shares (the “Additional Shares“) were validly deposited under the Offer and not withdrawn. Carmeuse has taken up and accepted for payment all such Additional Shares and payment for such Additional Shares will be made as soon as practicable, and in any event not later than June 8, 2017. If Additional Shares were tendered through brokers or financial intermediaries, holders of such Additional Shares will receive payment for their Additional Shares through their broker or financial intermediary.
With the take up of the Shares on May 19, 2017 and the Additional Shares, Carmeuse will have acquired an aggregate of 43,287,757 Shares pursuant to the Offer, being all of the Shares validly deposited pursuant to the Offer, representing approximately 93.9% of the Shares.
Carmeuse has notified STT that it intends to carry out a compulsory acquisition of all the remaining issued and outstanding Shares of STT that are not currently owned by Carmeuse following completion of the Offer (the “Compulsory Acquisition“) for cash consideration of C$0.315 per Share pursuant to Part 17 of the Canada Business Corporations Act. Under the terms of the Compulsory Acquisition, and subject to the provisions of the Canada Business Corporations Act, the holders of the remaining Shares not currently owned by Carmeuse will be entitled to receive the same consideration per Share as paid under the Offer, being C$0.315 in cash.
STT further announces that it intends to voluntarily delist from the TSX Venture Exchange following completion of the Compulsory Acquisition.
A notice of Compulsory Acquisition will be sent by Carmeuse to the remaining holders of Shares concerning, amongst other things, the process and schedule for competition of the Compulsory Acquisition and the associated actions that remaining holders of Shares are required to take.
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 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 statements relating to the Offer and Compulsory Acquisition, timing of payment for Shares and delisting of the Shares from the TSX Venture Exchange. 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