US Ecology Completes Merger With NRC Group, Creating a Nationwide Leader in Industrial and Hazardous Waste Management Service...
November 01 2019 - 6:30AM
US Ecology, Inc. (NASDAQ-GS: ECOL) (the “Company” or “US Ecology”)
today announced the completion of its previously announced merger
with NRC Group Holdings Corp. (“NRC Group” or “NRC”), a national
leader in comprehensive environmental, compliance and waste
management services to the marine and rail transportation, general
industrial and energy industries in an all-stock transaction.
Jeffrey R. Feeler, President, Chief Executive
Officer and Chairman of the Board of Directors, commented, “NRC
brings highly complementary services and customers to US Ecology
through its substantial nationwide service network, creates a
leadership position in standby and emergency response services,
expands the scale of key service verticals to drive volume to US
Ecology’s fixed facilities while adding specialty waste landfill
disposal capabilities focused on oil and gas exploration. We
believe the combination creates a true leader in industrial waste
management and environmental services that will harness the
experience and expertise of each organization to enhance our
competitive position, create cross-selling opportunities and
operational efficiencies and provide compelling long-term value to
both our customers and stockholders.”
MERGER DETAILSBeginning today,
the combined company, which will retain the US Ecology name, will
start trading on the Nasdaq Global Select Market under the ticker
ECOL. Shares of NRC Group ceased trading at the close of the NYSE
American Exchange on October 31, 2019.
Pursuant to the merger agreement, US Ecology
stockholders received a fixed exchange ratio of 1.00 share of new
US Ecology for each share held and NRC Group stockholders received
a fixed exchange ratio of 0.196 shares of new US Ecology for each
NRC share held. In addition, each share of NRC’s 7.00% Series A
Convertible Cumulative Preferred Stock has been converted into
approximately 1.8 common shares of the new US Ecology. As a result,
US Ecology stockholders own approximately 70% of the combined
company and NRC stockholders own approximately 30% on a fully
diluted basis.
Additionally, NRC’s 19.249 million outstanding
warrants were converted to 3.773 million warrants to purchase
common stock of US Ecology, with a strike price of $58.67 each and
expiration in October 2023. These warrants will trade under the
ticker ECOLW on the Nasdaq Global Select Market starting on
November 1, 2019.
ABOUT US ECOLOGY, INC.
US Ecology, Inc. is a leading provider of
environmental services to commercial and government entities. The
company addresses the complex waste management and response needs
of its customers, offering treatment, disposal and recycling of
hazardous, non-hazardous and radioactive waste, leading emergency
response and standby services, and a wide range of complementary
field and industrial services. US Ecology’s focus on safety,
environmental compliance and best-in-class customer service enables
us to effectively meet the needs of US Ecology’s customers and to
build long lasting relationships. US Ecology has been protecting
the environment since 1952. For more information, visit
www.usecology.com.
FORWARD LOOKING STATEMENTS
Statements in this communication that are not historical facts
are forward-looking statements that reflect US Ecology’s
management’s current expectations, assumptions and estimates of
future performance and economic conditions. These forward-looking
statements are made in reliance on the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking
statements relate to, among other things, the closing of the
transaction, the expected benefits of the merger, including
estimated synergies, estimates and projections concerning the
business and operations, strategic initiatives and value creation
plans of the combined companies, the ownership structure of the
combined company and the refinancing of NRC’s existing
indebtedness. All statements other than historical facts may be
forward-looking statements; words such as “anticipate,” “believe,”
“could,” “design,” “estimate,” “expect,” “forecast,” “goal,”
“guidance,” “imply,” “intend,” “may”, “objective,” “opportunity,”
“outlook,” “plan,” “position,” “potential,” “predict,” “project,”
“prospective,” “pursue,” “seek,” “should,” “strategy,” “target,”
“would,” “will” or other similar expressions that convey the
uncertainty of future events or outcomes are used to identify
forward-looking statements. Such forward-looking statements are not
guarantees of future performance and are subject to risks,
uncertainties and other factors, some of which are beyond the
control of US Ecology. Factors that could cause US Ecology’s actual
results to differ materially from those implied in the
forward-looking statements include: (1) litigation relating to the
transaction; (2) risks related to disruption of management
time from ongoing business operations due to the transaction;
(3) unexpected costs, charges or expenses resulting from the
transaction, (4) the ability of US Ecology to retain and hire
key personnel; (5) competitive responses to the
transaction and the impact of competitive services; (6) the
terms and availability of the indebtedness incurred in connection
with the refinancing of NRCG’s existing indebtedness; (7) potential
adverse changes to business relationships resulting from the
announcement or completion of the transaction; (8) the combined
companies’ ability to achieve the growth prospects and synergies
expected from the transaction, as well as delays, challenges and
expenses associated with integrating the combined companies’
existing businesses; and (9) legislative, regulatory and economic
developments, including changing business conditions in the
industries in which US Ecology operates. These risks, as well as
other risks associated with the transaction, are more fully
described in the joint proxy statement/prospectus that was filed
with the Securities and Exchange Commission (“SEC”) by the Company
on September 19, 2019 in connection with the transaction. Investors
and potential investors are urged not to place undue reliance on
forward-looking statements in this communication, which speak only
as of the date made. US Ecology undertakes no obligation to revise
or update publicly any forward-looking statement to reflect future
events or circumstances. Nothing contained herein constitutes or
will be deemed to constitute a forecast, projection or estimate of
the future financial performance of US Ecology or the combined
company, whether following the implementation of the transaction or
otherwise.
Contact: Alison Ziegler, Darrow Associates (201)
220-2678aziegler@darrowir.com www.usecology.com
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