Perma-Fix Environmental Services, Inc.
(NASDAQ:PESI) (the “Company”) announced today the expiration and
results of its previously announced offer to exchange (the
“Exchange Offer”) all of the outstanding shares of Series B
Preferred Stock (“Series B Preferred”) issued by East Tennessee
Materials & Energy Corporation, a Tennessee corporation
(“M&EC”) and a subsidiary of the Company, for up to 135,000
newly-issued shares of common stock of the Company, par value
$0.001 per share (“Common Stock”). There were approximately
13 holders of record of M&EC Series B Preferred. The
Exchange Offer was made on an all-or-none basis, for all of the
shares of M&EC Series B Preferred outstanding. The
Company owns all of the voting stock of M&EC. As of the
Expiration Date, there was a total of 1,284,730 shares of M&EC
Series B Preferred outstanding, and all holders of M&EC Series
B Preferred have validly tendered and not validly withdrawn their
tender. The Company has accepted the tender of all of the
outstanding shares of M&EC Preferred Stock.
The following is a brief summary of certain key
elements of the Exchange Offer:
The Exchange Offer expired at Midnight, Eastern
Standard Time, on May 30, 2018 (the “Expiration Date”). We
have accepted the exchange promptly after the Expiration Date.
The Company will issue a total of 134,994 shares
of Common Stock as a result of the Exchange Offer. This is
based on each holder of Series B Preferred receiving for every
share of Series B Preferred tendered 0.1050805 shares of Common
Stock, except as otherwise provided below as to fractional shares,
with the total number of shares of Common Stock issued in the
Exchange Offer not to exceed 135,000 shares.
The Company will not issue fractional shares of
Common Stock in the Exchange Offer, but instead will pay a nominal
amount in cash for all fractional shares based upon the closing
price per share of Common Stock on the last trading day immediately
preceding the Expiration Date of the Exchange Offer.
The shares of Common Stock are issued in a
private placement in exchange for shares of Series B Preferred and
issued pursuant to an exemption from registration under Rule 506 of
Regulation D under of the Securities Act of 1933, as amended.
Shares of Common Stock so issued in the exchange will be considered
restricted securities that have restrictions on transferability and
may not be transferred or resold except in compliance with the
registration requirements of the Securities Act or pursuant to an
exemption therefrom and in compliance with other applicable
securities laws.
Documents relating to the Exchange Offer were
only distributed to holders of record of the Series B Preferred,
all of whom completed and returned Letters of Transmittal agreeing,
among other things, to the exchange, waving their rights to all
accrued and unpaid cumulative dividends in the Series B Preferred
and that the shares of Common Stock to be issued in the exchange
shall be restricted securities.
Mark Duff, President and CEO of the Company,
commented, “We appreciate the support of the Series B Preferred
shareholders, as this was an important step in completing the
closure of M&EC. As previously reported, the Exchange
Offer eliminates M&EC’s dividend obligations in connection with
its Series B Preferred and, accordingly, enhances the Company’s
consolidated financial statements.”
This press release does not constitute an offer
or an invitation to sell or purchase, or a solicitation of an offer
to sell or purchase, or the solicitation of tenders by the Company
to participate in the Exchange Offer in any manner, including in
any jurisdiction in which it is unlawful to make such an offer or
solicitation in such jurisdiction.
The Exchange Offer was made solely pursuant to
an exchange offer memorandum and letter of transmittal, which were
distributed only to such persons that were holders of record of the
Series B Preferred and in such jurisdictions as permitted under
applicable law.
About Perma-Fix Environmental
Services
Perma-Fix Environmental Services, Inc. is a
nuclear services company and leading provider of nuclear and mixed
waste management services. The Company's nuclear waste
services include management and treatment of radioactive and mixed
waste for hospitals, research labs and institutions, federal
agencies, including the Department of Energy (“DOE”), the
Department of Defense ("DOD"), and the commercial nuclear industry.
The Company’s nuclear services group provides project management,
waste management, environmental restoration, decontamination and
decommissioning, new build construction, and radiological
protection, safety and industrial hygiene capability to our
clients. The Company operates three nuclear waste treatment
facilities and provides nuclear services for DOE, DOD and
commercial facilities nationwide.
Please visit us at http://www.perma-fix.com.
This press release contains “forward‑looking
statements” which are based largely on the Company's expectations
and are subject to various business risks and uncertainties,
certain of which are beyond the Company's control. Forward-looking
statements generally are identifiable by use of the words such as
“believe”, “expects”, “views”, “intends”, “anticipate”, “plan to”,
“estimates”, “projects”, and similar expressions.
Forward‑looking statements include, but are not limited to: the
advantages of the Exchange Offer to the Company and M&EC.
These forward‑looking statements are intended to qualify for the
safe harbors from liability established by the Private Securities
Litigation Reform Act of 1995. While the Company believes the
expectations reflected in this news release are reasonable, it can
give no assurance such expectations will prove to be correct. There
are a variety of factors which could cause future outcomes to
differ materially from those described in this release, including,
but not limited to, failure to comply with the NASDAQ listing
requirements which could result in the Company’s Common Stock being
removed from listing on the NASDAQ; shareholder inability to sell
the Common Stock received in the Exchange Offer; changes in
generally accepted accounting principles; and the “Risk Factors”
listed in the Company’s 2017 Form 10-K and Form 10-Q for the
quarter ended March 31, 2018. While the Company’s Common
Stock is listed currently on the Nasdaq Capital Market, failure to
continue to meet the Nasdaq’s listing requirements could result in
the Common Stock’s removal from listing on the Nasdaq, which could
have an adverse effect on the exchanging shareholders’ ability to
sell the Common Stock received by them in the Exchange Offer.
The Company makes no commitment to disclose any revisions to
forward‑looking statements, or any facts, events or circumstances
after the date hereof that bear upon forward‑looking
statements.
Please visit us on the World Wide Web at
http://www.perma-fix.com.
Contacts:David K. Waldman-US
Investor RelationsCrescendo Communications, LLC(212) 671-1021
Herbert Strauss-European Investor Relationsherbert@eu-ir.com+43
316 296 316
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