SINGAPORE, July 9 /PRNewswire-Asia/ --
- Sembcorp now owns 92.26% of the shares in Cascal
- Remaining shareholders given till July 30, 2010 to divest their shares
to Sembcorp
Sembcorp Industries Ltd (Sembcorp) today announces the
successful completion of the initial tender offer (the "Offer") by
its wholly-owned subsidiary, Sembcorp Utilities Pte Ltd (Sembcorp
Utilities), for all of the issued and outstanding common shares
(Shares) of Cascal N.V. (Cascal) (NYSE: HOO), a New York Stock
Exchange-listed company, set forth in the Amendment and Supplement
to Offer to Purchase dated June 30,
2010, which amends and supplements the Offer to Purchase
dated May 21, 2010 (together, as
amended from time to time, the "Offer to Purchase").
The Offer period (as extended) expired at 5:00 p.m. New York
City time on Thursday, July 8,
2010. BNY Mellon Shareowner Services, the depositary for the
Offer, has advised that a total of 28,398,090 Shares were validly
tendered and not withdrawn prior to the expiration of the initial
tender offer period, representing approximately 92.26% of the
issued and outstanding Shares. All of the Shares validly tendered
and not withdrawn have been accepted for payment. The Shares
tendered include 39,888 Shares tendered subject to guaranteed
delivery procedures prior to the expiration of the initial offer
period.
With the successful close of the Offer, Sembcorp is now a 92.26%
majority shareholder in Cascal. At US$6.75 per share, the total consideration for
the stake in Cascal amounts to US$191,687,107.50.
Tang Kin Fei, Group President & CEO of Sembcorp Industries
said: "We are pleased with the positive outcome of the tender offer
and our acquisition of an 92.26% stake in Cascal. This acquisition
is strategic to our group and will transform Sembcorp into a global
water player with enhanced capabilities to serve the total water
and wastewater needs of both industrial and municipal
customers."
As disclosed in the Offer to Purchase, now that the initial
tender offer has been consummated, subject to and in accordance
with applicable laws, Sembcorp intends to cause Cascal to (1)
delist the Shares from the New York Stock Exchange, (2) suspend
Cascal's obligation to file reports under Securities Exchange Act
of 1934, as amended and the rules and regulations promulgated
thereunder (the "Exchange Act"), pending termination of
registration of the Shares under the Exchange Act and (3) terminate
the registration of the Shares under the Exchange Act.
Sembcorp also announces today that it is making available an
opportunity for the remaining Cascal shareholders to divest their
shares to Sembcorp Utilities, by commencing a subsequent offer
period for the remaining Shares. This subsequent offer commences
immediately and will expire at 5:00
p.m. New York City time on
Friday, July 30, 2010. During the
subsequent offer period, any Shares validly tendered will be
immediately accepted for payment, and tendering shareholders will
promptly thereafter be paid US$6.75
per Share in cash, less any withholding taxes and without interest,
which is the same
amount per Share that was offered to Cascal shareholders who
previously tendered during the initial offer period.
The procedures for tendering Shares during the subsequent offer
period are the same as during the initial offer period, except that
Shares tendered during the subsequent offer period may not be
tendered by the guaranteed delivery procedure and may not be
withdrawn.
In addition, following the expiration of the subsequent offering
period, should Sembcorp own at least 95% of the issued and
outstanding Shares, Sembcorp intends to complete the acquisition of
Cascal by effecting squeeze-out proceedings under the Dutch Civil
Code. The price paid to minority stockholders in such proceedings
would be determined by the Dutch Court. Upon the consummation of a
squeeze-out proceeding, Cascal will no longer be a public
company.
Cascal's stockholders may obtain copies of all of the offer
documents free of charge at the U.S. Securities and Exchange
Commission (SEC) website (http://www.sec.gov ) or by directing a
request to MacKenzie Partners, Inc., the Information Agent for the
Offer, at 212-929-5500 or toll-free at 800-322-2885.
The transaction is not expected to have a material impact on the
earnings per share of Sembcorp Industries for the current financial
year. Transaction costs will be incurred within the first year of
acquisition. The transaction is expected to be accretive to
earnings starting from the second year after the acquisition.
IMPORTANT NOTICE: This press release is for informational
purposes only and is not an offer to buy or the solicitation of an
offer to sell any common shares of Cascal. The tender offer is
being made pursuant to a tender offer statement on Schedule TO
filed by Sembcorp Utilities with the SEC on May 21, 2010, as amended and supplemented from
time to time. The solicitation of offers to buy common shares of
Cascal is only being made pursuant to the Amendment and Supplement
to Offer to Purchase dated June 30,
2010, which amends and supplements the Offer to Purchase
dated May 21, 2010, the Amended and
Restated Letter of Transmittal and related documents. Cascal
stockholders are strongly advised to read the tender offer
statement and the solicitation/recommendation statement regarding
the tender offer as they contain important information, including
the various terms of, and conditions to, the tender offer.
Investors and stockholders may obtain free copies of these
statements and other documents filed by Sembcorp Utilities and
Cascal at the SEC's website (http://www.sec.gov ). Investors and
stockholders should seek legal or other professional advice before
acting or relying on any of the information provided above.
ABOUT SEMBCORP INDUSTRIES
Sembcorp Industries is a leading energy, water and marine group.
With facilities with over 5,200 megawatts of power capacity and
over four million cubic metres of water per day in operation and
under development, Sembcorp is a trusted provider of essential
energy and water solutions to customers in Singapore, China, India,
Vietnam, the UK, Oman and the UAE.
Aside from its energy and water business, the Sembcorp
Industries Group also encompasses a world leader in marine &
offshore engineering, as well as an established provider of
environmental services and developer of integrated townships and
industrial parks. The Group has total assets of over S$9 billion and employs more than 6,700
employees. Listed on the main board of the Singapore Exchange, it
is a component stock of the Straits Times Index and several MSCI
indices.
ABOUT SEMBCORP'S WATER BUSINESS
Competitive and technologically advanced water solutions are
core to Sembcorp's utilities service offering. Globally, Sembcorp
owns and manages water facilities with a combined capacity of over
four million cubic metres per day in operation and under
development serving both municipal and industrial customers.
Sembcorp's broad expertise in wastewater treatment encompasses
the ability to treat highly concentrated wastewater and high
salinity wastewater discharged by industries, using advanced
biological treatment processes. Furthermore, it is able to reclaim
high grade industrial water, demineralized water and potable water
from treated effluent. Through treating wastewater and recovering
usable water from the effluent which can in turn be supplied back
to customers, Sembcorp's facilities are able to minimize liquid
discharge and promote a sustainable alternative water supply. The
company also has expertise in both reverse osmosis and thermal
processes for seawater desalination and provides water for
industrial use to customers in petrochemical and chemical zones.
These include demineralized water, industrial water, raw water,
chilled water, cooling water and seawater cooling.
Note to Editors:
Following a company rebrand, please refer to the company as
"Sembcorp" (with "S" in upper case and "c" in lower case), or
"Sembcorp Industries" in full. Please also note that "Sembcorp" is
not an abbreviation of "Sembawang Corporation" but a brand name in
itself, and it is therefore incorrect to refer to our company as
"Sembawang", "Sembawang Corporation" or similar.
For media and analysts queries please contact:
For Singapore:
Ng Lay San (Ms)
Vice President
Group Corporate Relations
DID: +65-6723-3150
Email: ng.laysan@sembcorp.com
Fock Siu Ling (Ms)
PR Counsel
Group Corporate Relations
DID: +65-6723-3152
Email: fock.siuling@sembcorp.com
Lim Yuan See (Ms)
Associate Director, Singapore
Kreab Gavin Anderson
DID: +65-6339-9110
Email: ylim@kreabgavinanderson.com
For US:
Richard A. Mahony (Mr)
Managing Partner, New York
Kreab Gavin Anderson
DID: +1-212-515-1960
Email: rmahony@kreabgavinanderson.com
For UK:
Natalie Biasin (Ms)
Associate Director, London
Kreab Gavin Anderson
DID: +44-20-7074-1864
Email: nbiasin@kreabgavinanderson.com
SOURCE Sembcorp Industries Ltd