Consolidated Envirowaste Industries Inc: Major Shareholders Propose Going-Private Transaction
September 30 2009 - 5:27PM
Marketwired
Consolidated Envirowaste Industries Inc. (TSX VENTURE: CWD) -
Consolidated Envirowaste Industries Inc. (the "Company") has
executed a letter of intent with James Darby and Douglas Halward
(together, the "Acquiring Shareholders") relating to a proposed
transaction in which the Acquiring Shareholders would acquire all
of the outstanding common shares of the Company not already held
directly or indirectly by them or their families (collectively, the
"Public Shares") at a price of $0.14 in cash per share.
The acquisition price of $0.14 per common share represents a
100% premium over the closing price of the common shares on
September 28, 2009, the latest day on which any trades were
recorded, and an 82% premium over the volume-weighted average
closing price over the 10 most recent days on which the Company's
stock traded, which covers the period from May 12, 2009 to the
present.
In late April 2009, the Acquiring Shareholders advised the Board
of Directors of the Company (the "Board") that they were
considering proposing a going-private transaction. On May 5, 2009,
the Board established a Special Committee of independent directors
to consider and respond to any such transaction that might be
proposed. The Special Committee retained Capital West Partners as
its independent financial adviser. On September 11, 2009, the
Acquiring Shareholders delivered to the Board a proposal to take
the Company private at $0.14 per share in cash. Capital West
Partners has advised the Special Committee that in its opinion, a
purchase price of $0.14 per share is fair, from a financial point
of view, to the shareholders of the Company other than the
Acquiring Shareholders. On the basis of Capital West's opinion and
the other factors they considered important, the Special Committee
and the Board (with the Acquiring Shareholders abstaining from the
vote) approved the letter of intent, and it was executed on
September 30, 2009.
The letter of intent contemplates that the going-private
transaction will be effected by way of a plan of arrangement
between the Company, the Company's shareholders and one or more
corporations owned by the Acquiring Shareholders. The parties
intend to move quickly to conclude a formal arrangement agreement
on terms customary in such transactions. For the arrangement
transaction to proceed, the special resolution authorizing it must
be approved by at least two-thirds of the votes cast by
shareholders at a shareholders' meeting to be called to consider
the proposed transaction, and by a simple majority of the votes
cast by the holders of the Public Shares. In addition, the
arrangement must also be approved by the Court. It is anticipated
that the shareholders' meeting will be held in late November, 2009.
Full details of the going-private transaction will be contained in
a management information circular to be mailed to the Company's
shareholders.
James Darby is a significant shareholder and the Chairman and
Chief Executive Officer of the Company. Douglas Halward is a
significant shareholder, the President and a director of the
Company. James Darby and his family own, directly and indirectly,
4,964,241 common shares of the Company and Douglas Halward and his
family own, directly and indirectly, 2,419,013 common shares of the
Company, collectively representing approximately 70.9% of the
issued and outstanding common shares of the Company.
On behalf of the Board of Directors,
Richard J. M. Chase, Director
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Consolidated Envirowaste Industries Inc. Richard J. M.
Chase Director 604-856-6836
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