Eveready Inc.
TSX : EIS

Eveready Inc.

April 29, 2009 08:00 ET

Eveready Signs Definitive Agreement to Be Acquired by Clean Harbors, Inc.

EDMONTON, ALBERTA--(Marketwire - April 29, 2009) - Eveready Inc. (TSX:EIS) is pleased to announce that it has signed a definitive agreement to be acquired by Clean Harbors, Inc. (NYSE:CLH), North America's leading provider of environmental and hazardous waste management services. Under the terms of the agreement, Clean Harbors will acquire 100% of Eveready's outstanding common shares through a combination of cash and stock totaling approximately CAD $11.00 for each Eveready share, based on an agreed upon price for Clean Harbors' common stock of US $48.81 per share and a Canadian/US exchange rate of 0.8263. The total consideration, approximating CAD $202 million, will consist of CAD $3.30 per share in cash and approximately CAD $7.70 per share of Clean Harbors' common stock (a ratio of 0.1304 Clean Harbors shares for each Eveready share). The transaction represents a 217% premium to Eveready's closing trading price of $3.47 on April 28, 2009.

Rod Marlin, Eveready's President and Chief Executive Officer, said, "We believe that this transaction is a win/win scenario for our employees, customers and shareholders. Our employees will become part of a larger, growth-oriented organization that is a well-managed industry leader. Eveready customers will now have access to a broader spectrum of environmental and industrial services, through a single source. In addition to the cash they receive, our shareholders will participate in the future growth of the top environmental services company in North America, whose value has been significantly enhanced by the acquisition of our organization. Eveready's Board of Directors fully supports this transaction and will strongly recommend it to our shareholders."

"This transaction represents another major milestone as we build our Company's future and create long-term value for our shareholders," said Alan S. McKim, Clean Harbors' Chairman and Chief Executive Officer. "The acquisition of Eveready greatly enhances our presence in the attractive industrial services market and broadens the range of services we can offer customers of both companies. We envision substantial cross-selling opportunities with Eveready's blue-chip customer base, particularly with respect to refineries and other energy companies. Geographically, this transaction will significantly advance our position in the Canadian marketplace, and afford us with expanded service offerings in our existing U.S. and Canadian locations. It also will provide us with our first foothold in markets beyond North America through the services Eveready now offers to refineries in Europe, South America and Asia."

"Successful acquisitions in our industry rely on purchasing businesses with steady revenue streams, talented employees, a good safety record, and well-maintained vehicles and equipment," McKim said. "This transaction meets all of these criteria. The quality of Eveready's assets and its personnel are an important factor in our decision to acquire the company. We see this as an excellent cultural fit for our two organizations."

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.

"For nearly three decades, Clean Harbors has been on the leading edge of technology and innovation within our industry," McKim said. "We believe that integrating Eveready's operations with our best-in-class systems and processes will result in sizeable benefits in areas of efficiency and utilization. In addition, this acquisition will afford us with new platforms for growth. We are excited about adding new business lines such as decoking and catalyst changeout technology for the refinery and petro-chemical industries. We fully expect that these business lines will be significant contributors to the combined company in the years ahead. We look forward to welcoming Eveready's employees into the Clean Harbors family."

The acquisition is subject to regulatory, Eveready shareholder, and lender approvals and other customary closing conditions, and is expected to be completed during the third quarter of 2009. An information circular outlining the transaction is expected to be mailed to Eveready's shareholders in mid-June 2009 in connection with a meeting of shareholders expected to be held in mid-July 2009 to consider the transaction. The transaction will require the approval of not less than 66 2/3 percent of the votes cast by the shareholders of Eveready.

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 favor of the acquisition. Eveready has agreed that it will not solicit or initiate discussions regarding any other business combination or sale of material assets. Eveready has also granted Clean Harbors a right to match competing unsolicited proposals. The definitive agreement is also subject to termination fees to either party if the transaction is not completed.

The definitive agreement also provides for the sale of certain assets to Clean Harbors for cash proceeds approximating $53 million in the event that certain conditions to completing the entire transaction are not met.

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, lender, 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, lender, 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)
    or
    Eveready Inc.
    Jason Vandenberg
    CFO
    (780) 451-6075
    (780) 451-2142 (FAX)
    Website: www.evereadyinc.com