On July 16, 2019, the U.S. Federal Trade Commission granted early
termination of the final waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”),
with respect to the pending merger transaction involving US
Ecology, Inc. (Nasdaq-GS: ECOL) and NRC Group Holdings Corp (NYSE
American: NRCG).
The termination of the waiting period under the HSR Act
satisfies one of the conditions to the closing of the pending
merger, which remains subject to other customary closing
conditions, including approval of both US Ecology’s and NRCG’s
stockholders. The merger is expected to close in the fourth quarter
of 2019.
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 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 satisfaction of closing conditions
to the transaction, the expected benefits of the proposed 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 NRCG’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 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, 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. 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 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.
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 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.
US Ecology
Contact: Alison Ziegler, Darrow Associates (201)
220-2678aziegler@darrowir.com www.usecology.com
NRC Group Holdings Corp.
Contact: Cody Slach or Jared Filippone, CFA, Gateway
Investor Relations (949) 574-3860NRCG@gatewayir.com
NRC (AMEX:NRCG)
Historical Stock Chart
From Feb 2024 to Mar 2024
NRC (AMEX:NRCG)
Historical Stock Chart
From Mar 2023 to Mar 2024