Nevada Chemicals Inc - Written communication by the subject company relating to a third party tender offer (SC14D9C)
September 08 2008 - 6:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF
1934
NEVADA
CHEMICALS, INC.
(Name of Subject
Company)
NEVADA
CHEMICALS, INC.
(Name of Person
Filing Statement)
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of
Securities)
64127C107
(formerly 603665-20-9)
(CUSIP Number of
Common Stock)
JOHN
T. DAY
President
Nevada
Chemicals, Inc.
9149 S.
Monroe Plaza Way, Suite B
Sandy, Utah 84070
Telephone: (801) 984-0228
(Name, Address and
Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Person Filing Statement)
COPY
TO:
KEITH
L. POPE, ESQ.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
(801) 532-7840
x
|
|
Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
|
NEVADA CHEMICALS, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Investor
Relations
John T. Day, President and CEO
Kevin Davis, CFO
(801) 984-0228
jtday@nevadachemicals.com
NEVADA CHEMICALS, INC. TO BE ACQUIRED
Sandy,
UT
September 5, 2008
Nevada Chemicals, Inc. (Nasdaq: NCEM) announced that it has signed a
definitive agreement to be acquired by Calypso Acquisition Corp., an affiliate
of Cyanco Holding Corp. and OCM Principal Opportunities Fund IV, L.P., a fund
managed by Oaktree Capital Management, L.P., for $13.37 per share of common
stock. The transaction has been
structured as a cash tender offer for 100% of Nevada Chemicals outstanding common
stock. The offer price represents approximately a 36 percent premium over
the closing stock market price of Nevada Chemicals common stock on September 5,
2008. Calypso Acquisition intends to
commence the offer within approximately ten business days. The transaction has been unanimously approved
by each companys board of directors.
Additionally, Nevada Chemicals stockholders who own approximately 41 percent
of Nevada Chemicals outstanding common shares, in the aggregate, have
committed to tender their shares in the tender offer. Additional details regarding the tender offer
and the transaction will be disclosed in tender offer documents that will be
filed concurrently with commencement of the tender offer.
Additional Information
The tender offer
described in this release has not yet commenced, and this release is neither an
offer to purchase nor a solicitation of an offer to sell securities. At the
time the tender offer is commenced, Calypso Acquisition will file a tender
offer statement with the United States Securities and Exchange Commission (the SEC).
Investors and security holders are strongly advised to read the tender offer
statement (including the offer to purchase, letter of transmittal and related
tender offer documents) that will be filed and the related
solicitation/recommendation statement that will be filed by Nevada Chemicals
with the SEC, as they will contain important information. These documents will
be available at no charge on the SECs Internet website at www.sec.gov. Nevada Chemicals stockholders can also
obtain free copies of the solicitation/recommendation statement, along with any
documents Nevada Chemicals has filed with the SEC, by request to Nevada
Chemicals, Inc. at 9149 S. Monroe Plaza Way, Suite B, Sandy, UT
84070, telephone: (801) 984-0228.
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