Consolidated Envirowaste Industries Inc.
TSX VENTURE : CWD

Consolidated Envirowaste Industries Inc.

September 30, 2009 17:27 ET

Consolidated Envirowaste Industries Inc: Major Shareholders Propose Going-Private Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 30, 2009) – 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.

Contact Information

  • Consolidated Envirowaste Industries Inc.
    Richard J. M. Chase
    Director
    604-856-6836