Eveready Inc.

Eveready Inc.

June 17, 2009 08:00 ET

Eveready Files Management Information Circular and Provides Acquisition Update

EDMONTON, ALBERTA--(Marketwire - June 17, 2009) - Eveready Inc. ("Eveready") (TSX:EIS) is pleased to announce that it has filed the Management Information Circular ("Circular") for a shareholder meeting to be held on July 15, 2009 to approve a plan of arrangement (the "Plan of Arrangement") with Clean Harbors, Inc. ("Clean Harbors") whereby Clean Harbors will acquire 100% of Eveready's outstanding common shares through a combination of cash and stock. The Circular has been filed on the SEDAR website (www.sedar.com). Shareholders of record on June 10, 2009 will also receive a paper copy of the Circular by mail, unless they have previously opted to not receive shareholder materials.

The Arrangement

Pursuant to the proposed Plan of Arrangement, holders of common shares of Eveready will receive at the effective time of the Plan of Arrangement in respect of each Eveready common share held (i) CAD $3.30 in cash; and (ii) 0.1304 of a share of Clean Harbors common stock. Based on Clean Harbor's closing trading price on June 16, 2009 of US $53.88 and a Canadian/US exchange rate of 1.1346, the total consideration in respect of each Eveready common share would approximate CAD $11.27 per share.

Also pursuant to the proposed Plan of Arrangement, each holder of Eveready's 7.00% convertible unsecured subordinated debentures will be deemed to have exercised the right to require Eveready to repurchase those debentures at a price equal to 101% of the principal amount of the debentures in the event of a change of control of Eveready, and those debentures will be transferred by the holder thereof to, and acquired by, Eveready, without any act or formality on the part of the holders of such debentures or Eveready, for $1,010 for each $1,000 aggregate face amount of the debentures held, plus accrued interest to but excluding the date that the Plan of Arrangement becomes effective.

The acquisition remains subject to regulatory and Eveready shareholder approvals and other customary closing conditions, and is expected to be completed on July 31, 2009, or a later date, if all conditions to the acquisition have not yet been met on that date.

Financing Arrangements

The total consideration necessary to complete the transaction, excluding payment of transaction costs, is anticipated to be approximately $112 million in cash and 2.4 million shares of Clean Harbors Common Stock. Clean Harbors has covenanted to Eveready to use its commercially reasonable efforts to obtain (a) financing in the form of a further amendment and/or restatement of the Eveready amended and restated credit agreement or a refinancing of the Eveready indebtedness under such agreement, and (b) such waivers or amendments under Clean Harbors' existing credit instruments or refinancing thereof as will allow Clean Harbors to complete the Plan of Arrangement, each on terms reasonably satisfactory to Clean Harbors.

Eveready and Clean Harbors have made arrangements with lenders under their respective existing credit agreements which, subject to meeting certain documentary conditions, would allow the acquisition to be completed by July 31, 2009 and for Eveready to repurchase its debentures in accordance with the Plan of Arrangement. In the case of Eveready's current credit agreement, this consent will expire 150 days after closing of the acquisition unless further lenders' consent is obtained for a restructured credit facility. Clean Harbors is also in discussions relating to alternative financing arrangements and, if such discussions were to be successfully completed, Clean Harbors might decide to draw upon this alternative financing either by the closing or in the future if it concluded that such alternative financing is more advantageous to the combined companies.

Shareholder Meeting

An annual and special meeting of shareholders of Eveready will be held at 4:00 pm (Edmonton time) on Wednesday, July 15, 2009 to, among other business customary at an annual shareholder meeting, approve the Plan of Arrangement. The transaction will require the approval of not less than 66 2/3 percent of the votes cast by the shareholders of Eveready at the meeting. Details on how to vote are contained in the Circular. Eveready executive officers and directors holding a total of 26% of the total outstanding Eveready shares have entered into a voting and lock-up agreement with Clean Harbors under which they have agreed to vote their shares in favour of the Plan of Arrangement.

Court Approval of the Arrangement and Completion of the Arrangement

The Plan of Arrangement requires approval by the Court of Queen's Bench of Alberta (the "Court") under Section 193 of the Business Corporations Act (Alberta). Prior to the mailing of the Circular, Eveready obtained an interim order of the Court which provides for the calling and holding of the Meeting and certain procedural matters. Subject to the approval of the resolution approving the Plan of Arrangement by the Eveready shareholders at the Meeting, the hearing in respect of the final order to approve the Plan of Arrangement is currently scheduled to take place on July 20, 2009.

Regulatory Matters

Implementation of the Plan of Arrangement is also conditioned upon the filing of all required notifications, the receipt of all required approvals under applicable antitrust and competition laws and the satisfaction of other regulatory requirements, or the expiration of applicable waiting periods under such laws, including under the Competition Act and the Investment Canada Act. Applications for the necessary regulatory approvals have been submitted and are in the process of being reviewed by the applicable regulatory authority.

With respect to the application filed under the Competition Act, Eveready and Clean Harbors do not believe that the Commissioner of Competition (the "Commissioner") will oppose the overall transaction; however, the Commissioner has expressed concern with respect to the acquisition by Clean Harbors of one specific non-core line of business operated by Eveready (representing less than two percent of Eveready's revenue in 2008) that Clean Harbors also carries on in Canada and discussions are ongoing with respect to how best to address this concern.

US GAAP Reconciliation Note Added to Financial Statements

Eveready also announces that it has filed on the SEDAR website (www.sedar.com) amended and restated financial statements for the year ended December 31, 2008 and for the three months ended March 31, 2009. These financial statements were amended and restated for the sole purpose of including a note therein regarding US GAAP reconciliation so that such financial statements could be incorporated by reference in the Circular.

Board of Directors Change

Eveready also announces that Bruce Picton has resigned from the Board of Directors of Eveready in order to pursue other business interests that may be deemed a conflict of interest with Eveready. Peter Lacey, Eveready's Chairman of the Board, commented "On behalf of the Board, we would like to thank Bruce for his significant contributions to the company over the past four years. We wish Bruce the best in his future endeavors."

About Clean Harbors

Clean Harbors is North America's leading provider of environmental and hazardous waste management services. With an unmatched infrastructure of waste management facilities, Clean Harbors serves over 47,000 customers, including more than 325 Fortune 500 companies, thousands of smaller private entities and numerous federal, state and local governmental agencies. Clean Harbors' Technical Services provides a broad range of hazardous material management and disposal services including hazardous and non-hazardous waste recycling, treatment and disposal, CleanPack® laboratory chemical packing, and household hazardous waste management services. Clean Harbors' Site Services provides field services, industrial services, vacuum services, emergency response and disaster recovery, transformer services, tank cleaning and decontamination.

Headquartered in Norwell, Massachusetts, Clean Harbors has more than 100 locations strategically positioned throughout North America in 36 U.S. states, six Canadian provinces, Mexico and Puerto Rico. For more information, visit www.cleanharbors.com.

About Eveready

Eveready is a growth oriented company that provides industrial maintenance and oilfield production services to the energy, resource, and industrial sectors. Operating from 79 locations in Canada, the United States, and internationally, Eveready currently employs over 2,100 employees and operates a service fleet of over 2,400 truck and trailer units. The Shares of Eveready trade on the Toronto Stock Exchange under the trading symbol "EIS".

Forward-Looking Statements

This press release contains forward-looking statements which reflect Eveready's current beliefs and are based on information currently available to Eveready. These statements require Eveready to make assumptions it believes are reasonable and are subject to inherent risks and uncertainties. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond Eveready's control. Examples of such forward-looking statements in this press release relate to, but are not limited to, Eveready's ability to close the proposed sale transaction with Clean Harbors in a timely fashion, if at all. These forward-looking statements rely on certain assumptions, including, among others, Eveready's and Clean Harbors' ability to obtain shareholder and regulatory approvals for the transaction. Risk factors and other uncertainties that could lead to the transaction not being completed in a timely fashion, if at all, include, but are not limited to: shareholder and regulatory approvals for the transaction not being obtained or not being obtained in a timely fashion, and the ability of Clean Harbors to make adequate financing arrangements in a timely fashion, if at all (in which case, provided all other closing conditions are satisfied, it would be obligated to pay a termination fee to Eveready).

Contact Information

  • Eveready Inc.
    Rod Marlin
    President & CEO
    (780) 451-6075
    (780) 451-2142 (FAX)
    Eveready Inc.
    Jason Vandenberg
    (780) 451-6075
    (780) 451-2142 (FAX)
    Website: www.evereadyinc.com