Eveready Inc.

Eveready Inc.

July 16, 2009 08:00 ET

Eveready Shareholders Approve Acquisition by Clean Harbors

EDMONTON, ALBERTA--(Marketwire - July 16, 2009) - Eveready Inc. ("Eveready") (TSX:EIS) is pleased to announce that Eveready's shareholders have overwhelmingly approved a plan of arrangement (the "Plan of Arrangement") with Clean Harbors, Inc. ("Clean Harbors") whereby a wholly owned subsidiary of Clean Harbors will acquire 100% of Eveready's outstanding common shares through a combination of cash and stock. Of the Eveready shareholders present in person or by proxy at the shareholder meeting held on July 15, 2009, over 99% voted in favour of the transaction.

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.

Also pursuant to the proposed Plan of Arrangement, each holder of Eveready's 7.00% convertible unsecured subordinated debentures will, at the effective time of the Plan of Arrangement, 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. 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 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.

Regulatory Matters

Implementation of the Plan of Arrangement is 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 opposition with respect to the acquisition by Clean Harbors of Eveready's Class I hazardous waste landfill operations in Alberta (representing less than two percent of Eveready's revenue in 2008) since Clean Harbors operates the only other Class I hazardous waste site in Alberta. Discussions are ongoing with respect to how best to deal with this opposition, including negotiations, currently anticipated to be settled and approved on or before July 31, 2009, surrounding the terms and conditions of a post-closing sale of the landfill assets.

With respect to approval under the Investment Canada Act, Eveready and Clean Harbors are in the final stages of the approval process including negotiating certain customary undertakings and expect to receive a decision in the near future.

Financing Arrangements

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 on November 30, 2009 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 in the future if it concluded that such alternative financing is more advantageous to the combined companies.

Court Approval of the Arrangement

The Plan of Arrangement also requires approval by the Court of Queen's Bench of Alberta (the "Court") under Section 193 of the Business Corporations Act (Alberta). The Court hearing in respect of the final order to approve the Plan of Arrangement is currently scheduled to take place at the Court House in Calgary, Alberta on July 20, 2009.

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 approximately 80 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 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: 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