Rejects request by certain holders of NRCG
preferred stock to reconsider the treatment of preferred stock
As previously announced, NRC Group Holdings Corp. (NYSE
American: NRCG) has entered into a definitive merger agreement with
US Ecology, Inc. (Nasdaq-GS: ECOL) pursuant to which US Ecology
will form a new holding company that immediately upon the closing
of the transaction will own both US Ecology and NRCG.
Pursuant to the merger, all shares of NRCG common stock and
7.00% Series A Convertible Cumulative Preferred Stock outstanding
immediately prior to the closing of the merger will be converted
into shares of common stock of the new holding company.
Certain holders of NRCG’s 7.00% Series A Convertible Cumulative
Preferred Stock have urged NRCG to reconsider the terms of the
transaction providing for the conversion of NRCG’s 7.00% Series A
Convertible Cumulative Preferred Stock, asserting that such
conversion pursuant to the merger breaches certain provisions of
the certificate of designation governing NRCG’s 7.00% Series A
Convertible Cumulative Preferred Stock.
NRCG rejects such assertions, as the terms of the proposed
transaction with US Ecology provide for the conversion of NRCG’s
7.00% Series A Convertible Cumulative Preferred Stock in accordance
with Delaware law.
The conversion ratio of NRCG 7.00% Series A Convertible
Cumulative Preferred Stock in the merger is based on the fixed
exchange ratio of NRCG’s common stock in the merger, and takes into
account the applicable “Fundamental Change Additional Shares” (as
defined in the certificate of designations related to NRCG’s 7.00%
Series A Convertible Cumulative Preferred Stock) and any
accumulated dividends.
NRCG and US Ecology are continuing to take steps to fulfill the
conditions of the merger, which NRCG’s board of directors continues
to believe is in the best interests of NRCG stockholders. The
transaction will create a nationwide leader in industrial and
hazardous waste management services and will provide NRCG
stockholders, through their ownership of approximately 30% of the
stock of the new holding company on a fully diluted basis, with
continued participation in the future prospects expected to result
from the combination.
FORWARD LOOKING STATEMENTS
Statements in this communication that are not historical facts
are forward-looking statements that reflect NRCG’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 anticipated closing of the
proposed transaction, the merger consideration and ownership
structure of the combined company, and the expected benefits of the
proposed merger. 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 NRCG. Factors that could cause 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, including the risk that
required approvals for the transaction from governmental
authorities or the stockholders of NRCG or US Ecology are not
obtained; (2) the occurrence of any event, change or other
circumstances that either could give rise to the right of one or
both of NRCG or US Ecology 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 NRCG
and US Ecology 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 NRCG’s or US Ecology’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 NRCG and US Ecology operate.
These risks, as well as other risks associated with the proposed
transaction, will be more fully described in the joint proxy
statement/prospectus that will be filed with the Securities and
Exchange Commission (“SEC”) 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 this date. NRCG 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, NRCG 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 NRCG’s overall business,
including those more fully described in NRCG’s filings with the
SEC.
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 www.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.
No Offer or Solicitation
This communication relates to a proposed business combination
between US Ecology and NRCG. The information in this communication
is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or
buy any securities or the solicitation of any vote in any
jurisdiction pursuant to the proposed transactions or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Additional Information and Where to Find It
In connection with the proposed transaction, US Ecology will
file with the SEC a Registration Statement on Form S-4 that will
include the Joint Proxy Statement of US Ecology and NRCG and a
Prospectus of US Ecology, 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 MERGERS WHEN THIS
DOCUMENT BECOMES AVAILABLE 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 PROPOSED TRANSACTION. A definitive Joint
Proxy Statement/Prospectus will be 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 once it
becomes available at the SEC’s website, www.sec.gov. You will also
be able to obtain these documents, free of charge, by accessing US
Ecology’s website at https://investors.usecology.com/ or by
accessing NRCG’s website at www.ir.nrcg.com.
Participants in the Solicitation Relating to the
Mergers
US Ecology and NRCG and their respective directors and executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from US
Ecology stockholders and NRCG stockholders in respect of the
proposed transaction. Information regarding US Ecology’s directors
and executive officers is contained in US Ecology’s Annual Report
on Form 10-K for the year ended December 31, 2018 and its Proxy
Statement on Schedule 14A, dated April 11, 2019, which are filed
with the SEC. Information regarding NRCG’s directors and executive
officers is contained in NRCG’s Annual Report on Form 10-K for the
year ended December 31, 2018 and its Proxy Statement on Schedule
14A, dated April 17, 2019, which are filed with the SEC. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the transaction will be
included in the registration statement and joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available. Free copies of these documents
may be obtained as described in the preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190710005825/en/
Gateway Investor Relations Cody Slach or Jared Filippone, CFA
(949) 574-3860 NRCG@gatewayir.com
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