US Ecology (NASDAQ-GS: ECOL) and NRC Group Holdings Corp. (NYSE
American: NRCG) announced that, at their special meetings of
stockholders held today and yesterday, respectively, stockholders
of both companies have voted to approve all stockholder proposals
necessary to complete their previously announced merger
transaction. The companies expect the merger transaction to close
on November 1, 2019.
The final voting results on all agenda items for each company’s
special meeting will be filed with the SEC in separate Form 8-Ks
and will also be available
at https://investors.usecology.com/financial-info/sec-filings and http://ir.nrcg.com/,
respectively, after certification by each company’s inspector of
elections.
About US Ecology, Inc.
US Ecology, Inc. is a leading North American provider of
environmental services to commercial and government entities. The
company addresses the complex waste management needs of its
customers, offering treatment, disposal and recycling of hazardous,
non-hazardous and radioactive waste, as well as 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 and has operations in
the United States, Canada and Mexico. For more information, visit
www.usecology.com.
About NRC Group Holdings Corp.
NRC Group Holdings Corp. is a global provider of a wide range of
environmental, compliance and waste management services. NRCG’s
broad range of capabilities and global reach enable it to meet the
critical, and often non-discretionary, needs of more than 5,000
customers across diverse end markets to ensure compliance with
environmental, health and safety laws and regulations around the
world. NRC Group, a wholly owned subsidiary of NRCG, was
established in June 2018 through the combination of two businesses,
National Response Corporation and Sprint Energy Services, both
previously operating separately under the ownership of investment
affiliates of J.F. Lehman & Company. For more information,
please visit ir.nrcg.com. No portion of the website referenced in
this paragraph is incorporated by reference into or otherwise
deemed to be a part of this news release.
FORWARD LOOKING STATEMENTS
Statements in this communication that are not historical facts
are forward-looking statements that reflect US Ecology’s and NRCG’s
respective management’s expectations, assumptions and estimates of
future performance and economic conditions at the time they were
made. 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, future
events or the future performance or operations of US Ecology and
NRCG. 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 or NRCG. Factors that could cause US
Ecology’s or NRCG’s actual results to differ materially from those
implied in the forward-looking statements include: (1) the
risk that the conditions to the closing of the transaction are not
satisfied; (2) the occurrence of any event, change or other
circumstances that either could give rise to the right of one or
both of US Ecology or NRCG to terminate the Merger Agreement;
(3) litigation relating to the transaction;
(4) uncertainties as to the timing of the consummation of the
transaction and the ability of each party to consummate the
transaction; (5) risks related to disruption of management
time from ongoing business operations due to the proposed
transaction; (6) unexpected costs, charges or expenses
resulting from the transaction; (7) the ability of US Ecology
and NRCG to retain and hire key personnel; (8) competitive
responses to the proposed transaction and the impact of competitive
services; (9) certain restrictions during the pendency of the
mergers that may impact US Ecology’s or NRCG’s ability to pursue
certain business opportunities or strategic transaction;
(10) the terms and availability of the indebtedness planned to
be incurred in connection with the transaction to refinance NRCG’s
existing indebtedness; (11) potential adverse changes to
business relationships resulting from the announcement or
completion of the transaction; (12) 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 (13) legislative, regulatory and economic
developments, including changing business conditions in the
industries in which US Ecology and NRCG operate. These risks, as
well as other risks associated with the proposed transaction, are
more fully described in the joint proxy statement/prospectus that
was filed with the Securities and Exchange Commission (“SEC”) by US
Ecology on September 19, 2019 in connection with the proposed
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. Neither US
Ecology nor NRCG undertakes any 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, NRCG, Holdco or the
combined company, whether following the implementation of the
proposed transaction or otherwise.
In addition, actual results are subject to other risks and
uncertainties that relate more broadly to US Ecology’s and NRCG’s
overall business, including those more fully described in US
Ecology’s and NRCG’s filings with the SEC.
Additional Information and Where to Find It
In connection with the proposed transaction, US Ecology Parent,
Inc., a wholly-owned subsidiary of US Ecology, has filed with the
SEC a Registration Statement on Form S-4 that includes the Joint
Proxy Statement of US Ecology and NRCG and a Prospectus of US
Ecology Parent, Inc., as well as other relevant documents regarding
the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE JOINT
PROXY STATEMENT/PROSPECTUS, REGARDING THE MERGER AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. A definitive
Joint Proxy Statement/Prospectus has been mailed to stockholders of
US Ecology and NRCG. A free copy of the Joint Proxy
Statement/Prospectus, as well as other filings containing
information about US Ecology and NRCG, may be obtained at the SEC’s
website, www.sec.gov. You may obtain these documents, free of
charge, by accessing US Ecology’s website at
https://investors.usecology.com or by accessing NRCG’s website at
ir.nrcg.com
US EcologyContact: Alison Ziegler, Darrow Associates (201)
220-2678aziegler@darrowir.comwww.usecology.com
NRC Group Holdings Corp.Contact: Cody Slach or Jared Filippone,
CFA, Gateway Investor Relations (949) 574-3860
NRCG@gatewayir.com