Advanced Emissions Solutions Announces Intention to Separate Refined Coal Business
February 12 2015 - 8:00AM
Advanced Emissions Solutions, Inc. (the "Company") announced today
that its Board of Directors ("Board") has decided to pursue the
separation of the Company's Refined Coal-related business from its
other Emissions Controls-related businesses.
As previously announced, the Board and management team have been
working to evaluate financial and strategic opportunities to
maximize stockholder value. The Board believes that separating the
Company's Refined Coal-related business will help further this
objective. The Board is working to spin-off the Company's ownership
stake in Clean Coal Solutions, LLC, which would result in two
independent, publicly traded companies.
Chris Shackelton, Chair of the Board's Finance Committee, said,
"Today's announcement is a significant strategic step towards
unlocking stockholder value and we are pleased that this process is
underway."
Dr. Michael D. Durham, President and CEO of the Company, added,
"While the Company works through this process, the management team
will remain steadfastly focused on serving our customers, achieving
our business objectives and regaining compliance with the Company's
periodic reporting requirements."
The Company is working with tax and other professional advisors
to ensure that the separation is in the best interests of its
stockholders and can be structured in a tax-efficient manner. A
separation transaction could be finalized by early 2016.
For this transaction, Moelis & Company is serving as
financial advisor and Gibson, Dunn & Crutcher LLP and Fortis
Law Partners LLC are serving as legal counsel to the Company.
About Advanced Emissions Solutions, Inc.
Advanced Emissions Solutions, Inc. (Nasdaq:ADES) serves as the
holding entity for a family of companies that provide emissions
solutions to customers in the power generation and other
industries.
ADA-ES, Inc. ("ADA") supplies Activated Carbon Injection ("ACI")
systems for mercury control, Dry Sorbent Injection ("DSI") systems
for acid gases, and technology services and other offerings in
support of our customers' emissions compliance strategies. ADA's
M-ProveTM technology, which reduces emissions of mercury and other
metals from PRB coal, is applied directly to coal at power plants,
or offered through a licensing agreement with Arch Coal for
application at their mines. In addition, we are developing
technologies to advance cleaner energy, including CO2 emissions
control technologies through projects funded by the U.S. Department
of Energy ("DOE") and industry participants.
Clean Coal Solutions, LLC ("CCS"), is a 42.5% owned joint
venture by ADA that provides ADA's patented Refined Coal ("RC")
CyClean™ technology to enhance combustion of and reduce emissions
of NOx and mercury from coals in cyclone boilers and ADA's patent
pending M-45™ and M-45-PC™ technologies for Circulating Fluidized
boilers and Pulverized Coal boilers respectively.
BCSI, LLC is a custom designer and fabricator of engineered
emissions control technologies, bulk material handling equipment,
bulk storage systems, water/waste water treatment equipment, and
custom components. BCSI supplies Dry Sorbent Injection ("DSI")
systems for acid gas control using its technologically advanced
cool, dry conditioned conveying air systems. BCSI's technical
solutions serve a wide range of industrial clients including; coal
fired utilities, water treatment, wastewater, cement kilns, food
processing and industrial boilers. BCSI employs engineers and trade
professionals at a 190,000+sq. ft. fabrication and office facility
located in McKeesport, PA.
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
which provides a "safe harbor" for such statements in certain
circumstances. The forward looking information include statements
or expectations including, but not limited to, separating the
Company's Refined Coal-related business, whether such separation
transaction will maximize stockholder value, the structure, tax
treatment and timing of a potential spin-off transaction,
management's focus and related matters. Such statements involve
significant risks and uncertainties. There is no assurance as to
the timing of a potential spin-off transaction or whether it will
be completed. Actual events or results could differ materially
from those discussed in the forward-looking statements as a result
of various factors, including but not limited to uncertainties that
may delay or negatively impact the spin-off transaction, the
inability to structure a potential spin-off transaction in a way
that the tax treatment is favorable to stockholders, the inability
to obtain the required consents for a potential spin-off
transaction, disruption to business operations as a result of the
proposed spin-off transaction and the inability of either business
to successfully operate independently; economic conditions and
market demand; timing of or changes to laws, regulations and any
legal challenges to or repeal of them; changes in the Refined Coal
("RC") business that may adversely affect the benefits we expect
from a potential spin-off transaction; termination of or amendments
to the contracts for RC facilities; loss of key personnel;
intellectual property infringement claims from third parties and
other legal proceedings; and risks relating to the substantial
costs and diversion of personnel's attention and resources due to
the audits and re-audits and filing any required restatements and
periodic reports and related litigation and other factors discussed
in greater detail in our filings with the SEC. You are cautioned
not to place undue reliance on such statements and to consult our
SEC filings for additional risks and uncertainties that may apply
to our business and the ownership of our securities. Our
forward-looking statements are presented as of the date made, and
we disclaim any duty to update such statements unless required by
law to do so.
CONTACT: Graham Mattison
Vice President, Investor Relations
(720) 889-6206
graham.mattison@adaes.com
Advanced Emissions Solut... (NASDAQ:ADES)
Historical Stock Chart
From Mar 2024 to Apr 2024
Advanced Emissions Solut... (NASDAQ:ADES)
Historical Stock Chart
From Apr 2023 to Apr 2024