SINGAPORE, Aug. 2 /PRNewswire-Asia/ -- Sembcorp Industries
Ltd (Sembcorp) today announces that its majority stake in Cascal
has risen to 96.43%, with the close of the subsequent offer period
of the tender offer (the "Offer") by its wholly-owned subsidiary,
Sembcorp Utilities Pte Ltd (Sembcorp Utilities), for all of the
issued and outstanding common shares (the "Shares") of Cascal N.V.
(Cascal) (NYSE: HOO). The Offer for the Shares, at a price of
US$6.75 per Share in cash, less any
withholding taxes and without interest, expired as scheduled at
5:00 p.m. New York City time on July 30, 2010. In addition, as Sembcorp has
acquired over 95% of Cascal, it intends to complete the acquisition
of the company by effecting squeeze-out proceedings under the Dutch
Civil Code. The price paid to minority stockholders in such
proceedings would be determined by the Dutch Court.
BNY Mellon Shareowner Services, the depositary for the Offer,
has advised that a total of 1,285,495 Shares have been validly
tendered and not withdrawn in the subsequent offer period prior to
its expiration, representing approximately 4.18% of the issued and
outstanding Shares. All of the Shares validly tendered and not
withdrawn have been accepted for payment.
Sembcorp also announces today that it will continue to make
available a convenient platform for the remaining Cascal
shareholders to divest their shares, by providing an additional
subsequent offer period that will commence at 9:00 a.m. New York
City time on August 2, 2010
and expire at 5:00 p.m. New York City time on August 9, 2010. Shares validly tendered during
this additional subsequent offer period will be accepted
immediately and paid for promptly as they are accepted. Holders of
Shares who validly tender during the additional subsequent offer
period will receive the same offer price of US$6.75 per Share in cash, less any withholding
taxes and without interest, that has been paid to holders who
tendered during the original offer period and the first subsequent
offer period. Procedures for tendering Shares during the subsequent
offer period are the same as during the initial offer period with
two exceptions: (1) Shares cannot be delivered by the guaranteed
delivery procedure, and (2) pursuant to Rule 14d-7(a) (2)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), Shares tendered during the subsequent offer
period may not be withdrawn.
On July 26, 2010, Cascal announced
that it had filed with the Securities and Exchange Commission (SEC)
a Form 25 relating to the delisting of its common shares from the
New York Stock Exchange (NYSE). The last day of trading of its
common shares on the NYSE will be Wednesday,
August 4, 2010. On Thursday, August
5, 2010, the effective date of the delisting, the Company
plans to file a Form 15 to deregister its common shares under
Section 12 of the Exchange Act. The Company's SEC reporting
obligations will be suspended immediately upon the filing of the
Form 15. The Company expects that the
deregistration of its common shares would become effective 90
days after the date the Form 15 is filed with the SEC.
The close of the Offer is not expected to have a material impact
on the earnings per share of Sembcorp for the current financial
year. Transaction costs will be incurred within the first year of
acquisition. The transaction is expected to be accretive to
earnings starting from the second year after the acquisition.
Cascal's stockholders may obtain copies of all of the offering
documents free of charge at the SEC's website (www.sec.gov) or by
directing a request to MacKenzie Partners, Inc., the Information
Agent for the offer, at 212-929-5500 or toll-free at
800-322-2885.
IMPORTANT NOTICE: This press release is for informational
purposes only and is not an offer to buy or the solicitation of an
offer to sell any common shares of Cascal. The tender offer is
being made pursuant to a tender offer statement on Schedule TO
filed by Sembcorp Utilities with the SEC on May 21, 2010, as amended and supplemented from
time to time. The solicitation of offers to buy common shares of
Cascal is only being made pursuant to the Amendment and Supplement
to Offer to Purchase dated June 30,
2010, which amends and supplements the Offer to Purchase
dated May 21, 2010, the Amended and
Restated Letter of Transmittal and related documents. Cascal
stockholders are strongly advised to read the tender offer
statement and the solicitation/recommendation statement regarding
the tender offer as they contain important information, including
the various terms of, and conditions to, the tender offer.
Investors and stockholders may obtain free copies of these
statements and other documents filed by Sembcorp Utilities and
Cascal at the SEC's website (www.sec.gov). Investors and
stockholders should seek legal or other professional advice before
acting or relying on any of the information provided above.
For media and analysts' queries please contact:
For Singapore:
Ng Lay San (Ms)
Vice President
Group Corporate Relations
DID: +65-6723-3150
Email: ng.laysan@sembcorp.com
Fock Siu Ling (Ms)
PR Counsel
Group Corporate Relations
DID: +65-6723-3152
Email: fock.siuling@sembcorp.com
Lim Yuan See (Ms)
Associate Director, Singapore
Kreab Gavin Anderson
DID: +65-6339-9110
Email: ylim@kreabgavinanderson.com
For US:
Richard A. Mahony (Mr)
Managing Partner, New York
Kreab Gavin Anderson
DID: +1-212-515-1960
Email: rmahony@kreabgavinanderson.com
For UK:
Natalie Biasin (Ms)
Associate Director, London
Kreab Gavin Anderson
DID: +44-20-7074-1864
Email: nbiasin@kreabgavinanderson.com
ABOUT SEMBCORP INDUSTRIES
Sembcorp Industries is a leading energy, water and marine group
operating in 17 countries across six continents worldwide. With
facilities with over 5,200 megawatts of gross power capacity and
close to six million cubic metres of water per day in operation and
under development, Sembcorp is a trusted provider of essential
energy and water solutions to both industrial and municipal
customers. It is also a world leader in marine & offshore
engineering, as well as an established environmental services
provider and developer of integrated townships and industrial
parks.
The Group has total assets of over S$9
billion and employs over 9,000 employees. Listed on the main
board of the Singapore Exchange, it is a component stock of the
Straits Times Index and several MSCI indices.
ABOUT SEMBCORP'S WATER BUSINESS
Competitive and technologically advanced water solutions are
core to Sembcorp's utilities service offering. Globally, Sembcorp
owns and manages water facilities with a combined capacity of close
to six million cubic metres per day in operation and under
development serving both municipal and industrial customers.
Sembcorp's broad expertise in wastewater treatment encompasses
the ability to treat highly concentrated wastewater and high
salinity wastewater discharged by industries, using advanced
biological treatment processes. Furthermore, it is able to reclaim
high grade industrial water, demineralised water and potable water
from treated effluent. Through treating wastewater and recovering
usable water from the effluent which can in turn be supplied back
to customers, Sembcorp's facilities are able to minimise liquid
discharge and promote a sustainable alternative water supply.
The company also has expertise in both reverse osmosis and
thermal processes for seawater desalination and provides water for
industrial use to customers in petrochemical and chemical zones.
These include demineralised water, industrial water, raw water,
chilled water, cooling water and seawater cooling.
Note to Editors:
Following a company rebrand, please refer to the company as
"Sembcorp" (with "S" in upper case and "c" in lower case), or
"Sembcorp Industries" in full. Please also note that "Sembcorp" is
not an abbreviation of "Sembawang Corporation" but a brand name in
itself, and it is therefore incorrect to refer to our company as
"Sembawang", "Sembawang Corporation" or similar.
SOURCE Sembcorp Industries Ltd
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