BOISE, Idaho, Nov. 1, 2019 /PRNewswire/ -- 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 DETAILS
Beginning 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.
About J.F. Lehman & Company, LLC
Founded in 1992,
J.F. Lehman & Company is a leading middle-market private equity
firm focused exclusively on the aerospace, defense, maritime,
government and environmental sectors. The firm has offices in
New York and Washington, D.C.
For more information about J.F. Lehman & Company, please
visit www.jflpartners.com.
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SOURCE US Ecology, Inc.; J.F. Lehman & Company