Carmeuse Lime (Canada) Limited's Friendly Offer to Acquire STT Enviro Corp. Extended to June 5, 2017
TORONTO, ON--(Marketwired - May 19, 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") has been accepted by holders of Shares representing approximately 91.9% of the total number of Shares outstanding. As such, the minimum tender requirement under applicable Canadian securities laws has been satisfied and all other conditions to the Offer have been satisfied.
Computershare Investor Services Inc. (the "Depositary") has reported that as at 5:00 p.m. (Toronto time) on May 19, 2017 the expiry of the initial deposit period of the Offer, a total of 42,358,857 Shares were validly deposited under the Offer and not withdrawn. Carmeuse has taken up and accepted for payment all such Shares and payment for such Shares will be made as soon as practicable, and in any event not later than May 25, 2017. If Shares were tendered through brokers or financial intermediaries, holders of such Shares will receive payment for their Shares through their broker or financial intermediary.
Carmeuse is extending the Offer until 5:00 p.m. (Toronto time) on June 5, 2017, which period includes the mandatory 10-day extension period under applicable Canadian securities laws, unless further extended, to allow STT shareholders who have not yet tendered their Shares to the Offer (the "Shareholders") an opportunity to do so.
Carmeuse will file and mail to Shareholders a notice of variation regarding the extension of the expiry time of the Offer to 5:00 p.m. (Toronto time) on June 5, 2017, unless the Offer is further extended. Carmeuse will take up and pay for Shares validly deposited to the Offer during the extension period within 10 calendar days after any such deposit.
For clarity, STT shareholders who validly deposited their Shares to the Offer prior to 5:00 p.m. on May 19, 2017 do not need to take any further action to accept the Offer.
Following the expiry of the Offer, as extended, it is Carmeuse's intention to enter into one or more transactions to enable Carmeuse or an affiliate of Carmeuse to acquire all Shares not acquired pursuant to the Offer. Shareholders who have not deposited or do not deposit their Shares pursuant to the Offer prior to 5:00 p.m. (Toronto time) on June 5, 2017 will continue to hold Shares. As a result of the Offer, Carmeuse currently holds more than 66 2/3% of the issued and outstanding Shares which will limit the ability of Shareholders, subject to the provisions of applicable Canadian securities laws, to control the actions of STT.
The full details of the Offer are contained in Carmeuse's take-over bid circular and related Offer materials. Copies of the notice of variation, 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.
Information on Depositing Your Shares
Carmeuse has engaged Computershare Investor Services Inc. to act as 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 email@example.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.
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 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. 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, timing of payment for Shares deposited to the Offer and Carmeuse's desire to acquire all of the Shares not acquired pursuant to 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 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 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 announcement is for information purposes only. The Offer is being made exclusively by means of, and subject to the terms and conditions set out in the notice of variation and the Offer materials, as they may be amended from time to time, including Carmeuse's take-over bid circular and the directors' circular, available free of charge on STT's SEDAR profile at www.sedar.com. SHAREHOLDERS ARE URGED TO READ ANY SUCH OFFER DOCUMENTS CAREFULLY IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER, INCLUDING ITS TERMS AND CONDITIONS.
Director of Corporate Affairs
STT Enviro Corp.
Tel: +1 905-875-5584