Advanced Emissions Solutions, Inc. (NASDAQ:ADES) today announced
the commencement of a modified Dutch Auction tender offer to
purchase for cash up to 925,000 shares of its common stock, par
value of $0.001 per share, at a price per share of not less than
$9.40 nor greater than $10.80, for a maximum aggregate purchase
price of $9,990,000. The closing price of the Company's common
stock as reported on the NASDAQ Global Market was $9.39 on May 5,
2017. The full terms and condition of the tender offer is discussed
in the Company's Offer to Purchase, dated May 8, 2017, and the
associated Letter of Transmittal and other materials relating to
the tender offer that are being filed today with the Securities and
Exchange Commission (the “SEC”) are being distributed to
stockholders.
The tender offer will expire at 12:00 Midnight,
Eastern Time, on or about June 5, 2017 unless extended or
withdrawn. The Company intends to fund this tender offer with cash
on hand. On March 31, 2017, the Company had $28.4 million of cash
and cash equivalents.
L. Heath Sampson, President and CEO of ADES
commented, “We are very pleased to announce this stock repurchase
program, which is supported by our solid balance sheet and strong
cash generating business model. This tender offer, when coupled
with our previously announced recurring quarterly dividend program,
which we expect will commence late in the second quarter, could
result in the return of up to $32 million to shareholders over the
next few quarters. We will continue to take a balanced approach to
capital allocation moving forward, as we balance future dividend
and share repurchase programs, against investment in our growing
chemicals business and potential accretive merger and acquisition
opportunities.”
Georgeson LLC is acting as the Information Agent
for the offer. The Depositary will be Computershare Trust Company,
N.A.
The modified Dutch Auction will allow all the
Company's stockholders to tender some or all of their shares at a
price within a specified range and to do so without incurring any
brokerage fees or commissions. Based on the number of shares
tendered and the prices specified by the tendering stockholders,
the Company will select a single price per share within the range
that will enable the Company to purchase 925,000 shares pursuant to
the offer, or such lesser amount of its shares that are properly
tendered. All shares accepted in the tender offer will be purchased
at the same price per share even if a stockholder tendered at a
lower price. The Company reserves the right in the tender offer to
purchase up to an additional 2% of its shares outstanding. As of
May 1, 2017, the Company had 22,294,573 shares outstanding.
The Company’s directors and executive officers
do not intend to participate in the offer and do not intend to
tender any of their shares, except that the Company has been
advised that Alta Fundamental Advisers LLC (“Alta Fundamental”),
which currently owns approximately 4.90% of the Company’s
outstanding common stock, intends to sell shares in the tender
offer so that upon conclusion of the tender offer, Alta Fundamental
will continue to own less than 5.0% of the Company’s outstanding
common, Mr. Gilbert Li, a director of the Company, may be deemed to
beneficially own such Alta Fundamental shares because he is a
manager of Alta Fundamental and holds dispositive powers over such
shares.
A copy of the offering documents may be obtained
from Georgeson LLC, the Information Agent for the offer. Georgeson,
LLC's telephone number is (866) 628-6024. Please contact Georgeson
LLC with any questions regarding the tender offer. Neither the
Company, its Board of Directors, the Information Agent nor the
Depositary is making any recommendation to stockholders as to
whether to participate in the offer.
Stockholders are urged to read the tender offer
documents because they contain important information that
stockholders should consider before making any decision regarding
tendering their shares. The tender offer materials are available
for free at the SEC's website at http://www.sec.gov. In addition,
the Company's stockholders will be able to obtain a copy of these
documents from the Information Agent as noted above, free of
charge. This press release itself is not intended to constitute an
offer or solicitation to buy or exchange securities in the Company,
nor shall there be any sale or purchase of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
In addition to the offer to purchase, the
related letter of transmittal and certain other documents, the
Company files annual, quarterly and special reports, proxy
statements and other information with the SEC. These reports,
statements and other information can be inspected and copied at the
public reference facilities maintained by the SEC at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. Copies of this material
may also be obtained by mail, upon payment of the SEC’s customary
charges, from the Public Reference Section of the SEC at 100 F
Street, N.E., Washington, D.C. 20549. The SEC also maintains a web
site on the Internet at http://www.sec.gov that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC.
About the Company
Advanced Emissions Solutions, Inc., through our
subsidiaries and joint ventures, is a leader in emissions control
technologies and associated equipment, chemicals and services to
customers in the coal-fired power generation industry. Our
proprietary environmental technologies and specialty chemicals
enable our customers to enhance existing air pollution control
equipment, minimize mercury, acid gases, and other emissions,
maximize capacity, and improve operating efficiency to meet the
challenges of existing and pending emission control
regulations.
Caution on Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, which provides a “safe harbor” for such
statements in certain circumstances. These forward-looking
statements include the Company’s plans to complete the tender
offer, the commencement and timing of our quarterly recurring
dividend program, the expected amount of cash to be returned to
stockholders as a result of the tender offer and our dividend
program, future capital allocation and potential merger and
acquisition activities, all of which are subject to certain
conditions and involve risks and uncertainties identified from time
to time in the Company’s filings with the SEC. Actual events or
results could differ materially from those discussed in the
forward-looking statements as a result of various factors You are
cautioned not to place undue reliance on the forward-looking
statements and to consult filings we have made and will make with
the SEC for additional discussion concerning risks and
uncertainties that may apply to our business and the ownership of
our securities. The forward-looking statements speak only as to the
date of this Offer to Purchase.
About Advanced Emissions Solutions,
Inc.Advanced Emissions Solutions, Inc. serves as the
holding entity for a family of companies that provide emissions
solutions to customers in the power generation and other
industries.
ADA-ES, Inc. (“ADA”) is a wholly-owned subsidiary of Advanced
Emissions Solutions, Inc. (“ADES”) that provides emissions control
solutions for coal-fired power generation and industrial boiler
industries. With more than 25 years of experience developing
advanced mercury control solutions, ADA delivers proprietary
environmental technologies, equipment and specialty chemicals that
enable coal-fueled boilers to meet emissions regulations. These
solutions enhance existing air pollution control equipment,
maximizing capacity and improving operating efficiencies. Our track
record includes securing more than 30 US patents for emissions
control technology and systems and selling the most activated
carbon injection systems for power plant mercury control in North
America. For more information on ADA, and its products and
services, visit www.adaes.com or the ADA Blog
(http://blog.adaes.com/).
Tinuum Group, LLC is a 42.5% owned joint venture by ADA that
provides ADA’s patented Refined Coal CyClean™ technology to enhance
combustion of and reduce emissions of NOx and mercury from coal in
cyclone boilers and ADA’s patented M-45™ and patent pending
M-45-PC™ technologies for Circulating Fluidized boilers and
Pulverized Coal boilers respectively. www.tinuumgroup.com
Investor Contact:
Alpha IR Group
Chris Hodges or Ryan Coleman
312-445-2870
ADES@alpha-ir.com
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