Advanced Emissions Solutions Announces Preliminary Results of Tender Offer
June 07 2017 - 08:30AM
Advanced Emissions Solutions, Inc. (the "Company") (NASDAQ:ADES)
today announced the preliminary results of its previously announced
modified Dutch Auction tender offer which expired at 5:00 P.M., New
York City Time, on June 6, 2017.
Based on the preliminary count by Computershare Trust Company,
N.A., the Depositary for the tender offer, a total of approximately
2,958,900 shares of the Company’s common stock were validly
tendered and not validly withdrawn at the price of $9.40 per share,
the minimum price in the price range specified in the tender offer.
This amount includes approximately 208,165 shares that were
tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer
and based on a preliminary count by the Depositary, the Company
expects to accept for payment a total of approximately 1,370,891
shares of the Company’s common stock at a price of $9.40 per share,
for a total cost of approximately $12.9 million, excluding fees and
expenses relating to the tender offer. These shares represent
approximately 6.2% of the Company’s total outstanding common stock
as of June 6, 2017. The shares of common stock expected to be
purchased include the 925,000 shares the Company initially offered
to purchase and approximately 445,891 additional shares that the
Company has elected to purchase pursuant to its right to purchase
up to an additional 2% of its outstanding shares of common
stock.
Because the tender offer is oversubscribed, the Company expects
to purchase only a prorated portion of the shares properly tendered
by each tendering stockholder (other than “odd lot” holders whose
shares will be purchased on a priority basis) at the final per
share purchase price. Based on the preliminary count, and
accounting for the effect of odd lot priority on the proration
factor, the Depositary has informed the Company that the
preliminary proration factor for the tender offer is expected to be
approximately 45.4% of the shares of common stock validly tendered
at the price of $9.40 and not validly withdrawn based on the total
number of shares reported to be tendered at $9.40 and not withdrawn
prior to the expiration of the tender offer and accounting for “odd
lot” priority and the conditional tender provisions of the tender
offer. This preliminary proration factor is subject to change based
on, among other things, the number of tendered shares which satisfy
the guaranteed delivery procedures.
The number of shares expected to be purchased in the tender
offer, the purchase price per share, the aggregate purchase price
and the proration factor are preliminary and subject to change. The
preliminary information contained in this press release is subject
to confirmation by the Depositary and is based on the assumption
that all shares tendered through notice of guaranteed delivery will
be delivered within the three trading day settlement period. The
final number of shares to be purchased in the tender offer, the
final purchase price per share, the final aggregate purchase price
and the final proration factor will be announced following the
expiration of the guaranteed delivery period and the completion by
the Depositary of the confirmation process. Payment for the shares
accepted for purchase pursuant to the tender offer, and the return
of all other shares tendered and not purchased, will occur promptly
thereafter.
The Company's tender offer was made pursuant to
an Offer to Purchase and Letter of Transmittal, each dated May 8,
2017 and as amended May 18, 2017, in which the Company offered 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.
Important Notice
Investor questions concerning the tender offer
may be directed to Georgeson LLC, the Information Agent for the
offer at (866) 628-6024.
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 preliminary results, which are subject to
change. 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.
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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