Press release from Filing Services Canada
Badger Signs Definitive Agreement to be Acquired by Clean Harbors, Inc.
Wednesday, January 26, 2011
Badger Signs Definitive Agreement to be Acquired by Clean Harbors, Inc. 08:30 EST Wednesday, January 26, 2011FSC / Press ReleaseBadger Signs Definitive Agreement to be Acquired by Clean Harbors, Inc. Calgary, Alberta CANADA, January 26, 2011 /FSC/ - Badger Daylighting Ltd. (BAD - TSX), is pleased to announce that it has signed a definitive agreement to be acquired by Clean Harbors, Inc. ("Clean Harbors") (NYSE: CLH), the leading provider of environmental and energy and industrial services throughout North America. Under the terms of the agreement, Clean Harbors will acquire 100% of Badger's outstanding common shares for cash consideration of $20.50 per share (the "Transaction"). The total consideration is approximately $247 million, including the assumption of approximately $25 million in net debt. Tor Wilson, Badger's President and Chief Executive Officer, said, "We believe that this transaction provides fair value for Badger's business while providing full liquidity to all shareholders. Clean Harbors has the ability to greatly expand Badger's presence in the US market through its extensive market knowledge and contacts." "The acquisition of Badger Daylighting affords us an opportunity to significantly expand our Energy and Industrial Services business across the U.S. and Canada, while adding a recognized innovator in the Hydrovac field," said Alan S. McKim, Clean Harbors' Chairman and Chief Executive Officer. "Badger services a client base of more than 5,000 customers, which will provide Clean Harbors with substantial cross-selling opportunities. From a geographic perspective, this transaction aligns well with our existing footprint, as Badger serves key markets, particularly across Western Canada.""Badger has established an outstanding reputation in the markets it serves and presents a compelling value proposition for customers," McKim said. "Its Hydrovac system is based on custom-built equipment that ensures safety, productivity and all-season versatility. We are confident that Badger will be a strong addition to our broad array of current service offerings and that Clean Harbors will leverage its sales and marketing strength to accelerate Badger's growth throughout the U.S., which currently accounts for 40% of Badger's revenues."McKim concluded, "Given our acquisition expertise and integration capabilities, we are confident that we can quickly and seamlessly integrate Badger into Clean Harbors once we receive the necessary approvals. We see strong potential prospects for the combined company and are currently targeting a second-quarter completion to the transaction. We intend to maintain the Badger brand and operate the company as a wholly owned subsidiary of Clean Harbors. We look forward to welcoming Badger's employees and franchisees into the Clean Harbors' family." The Board of Directors of Badger has determined that the Transaction is in the best interest of Badger and has unanimously approved the Transaction and will recommend Badger's shareholders vote in favour of the Transaction. It is presently expected that, until the closing of the Transaction, Badger will continue to pay dividends to Badger shareholders on a monthly basis at the rate of $0.085 per Badger common share ($1.02 per Badger common share on an annualized basis). Notwithstanding the foregoing, the amount of any dividends payable by Badger will be at the discretion of the Badger Board of Directors from time to time. The amount may vary depending on, among other things, Badger's earnings and the financial requirements for Badger's operations.Badger has agreed that it will not solicit or initiate discussions regarding any other business combination or sale of material assets. Badger has also granted Clean Harbors the right to match any superior proposals. The Transaction provides for a non-completion fee of $4.5 million, plus reimbursement of expenses up to $1.5 million, payable to Clean Harbors in certain circumstances if the Transaction is not completed. Cormark Securities Inc. is acting as financial advisor to Badger with respect to the Transaction and has provided the Board of Directors of Badger with a verbal opinion that the consideration to be received by the Badger shareholders pursuant to the Transaction is fair, from a financial point of view, to the Badger shareholdersThe Transaction is expected to be completed by way of a Plan of Arrangement under the Business Corporations Act of Alberta. An information circular outlining the Transaction is expected to be mailed to Badger's shareholders in late March 2011 in connection with a meeting of shareholders expected to be held in late April 2011 to consider the Transaction. The Transaction will require the approval of not less than 66 2/3 percent of the votes cast by the shareholders of Badger and is subject to receipt of court, regulatory and other customary closing conditions. About BadgerBadger is North America's largest provider of non-destructive excavating services. Badger traditionally works for contractors and facility owners in the utility and petroleum industries. Our key technology is the Badger Hydrovac, which is used primarily for safe digging in congested grounds and challenging conditions. The Badger Hydrovac uses a pressurized water stream to liquefy the soil cover, which is then removed with a powerful vacuum system and deposited into a storage tank. Badger manufactures its truck-mounted hydrovac units.Badger's business model involves the provision of excavating services through two distinct entities: the Operating Partners (franchisees in the United States and agents in Canada), and Badger Corporate. Badger Corporate works with its Operating Partners to provide Hydrovac service to the end user. In this partnership, Badger provides the expertise, the trucks, and North American marketing and administration support. The Operating Partners deliver the service by operating the equipment and developing their local markets. All work is invoiced by Badger and then shared with the Operating Partner based upon a revenue sharing formula. In certain locations Badger has established corporate run operations to market and deliver the service in the local area.About Clean HarborsClean Harbors is the leading provider of environmental, energy and industrial services and hazardous waste management services throughout North America. Clean Harbors serves over 50,000 customers, including a majority of the Fortune 500 companies, thousands of smaller private entities and numerous federal, state, provincial and local governmental agencies. Headquartered in Norwell, Massachusetts, Clean Harbors has more than 175 locations, including over 50 waste management facilities, throughout North America in 36 U.S. states, seven Canadian provinces, Mexico and Puerto Rico. Clean Harbors also operates international locations in Bulgaria, China, Singapore, Sweden, Thailand and the United Kingdom. For more information, visit www.cleanharbors.com. Forward-looking statements This press release contains forward-looking statements which reflect Badger's current beliefs and are based on information currently available to Badger. These statements require Badger to make assumptions it believes are reasonable and are subject to inherent risks and uncertainties. Actual results and developments may differ materially from the results and developments discussed in the forward-looking statements as certain of these risks and uncertainties are beyond Badger's control. Examples of such forward-looking statements in this press release relate to, but are not limited to, Badger's ability to close the proposed sale transaction with Clean Harbors in a timely fashion, if at all. These forward-looking statements rely on certain assumptions, including, among others, Badger's and Clean Harbors' ability to obtain shareholder, lender, and regulatory approvals for the transaction. Risk factors and other uncertainties that could lead to the transaction not being completed in a timely fashion, if at all, include, but are not limited to: shareholder, lender, and regulatory approvals for the transaction not being obtained or not being obtained in a timely fashion, and the ability of Clean Harbors to make adequate financing arrangements in a timely fashion, if at all (in which case, provided all other closing conditions are satisfied, it would be obligated to pay a termination fee to Badger). The Toronto Stock Exchange has neither approved nor disapproved the information contained herein. For more information regarding this Press Release, please contact:Tor Wilson President and CEOor Greg Kelly, CA Vice President Finance and CFO2820, 715 - 5th Avenue SW Calgary, Alberta T2P 2X6 Phone (403) 264-8500 Fax (403) 228-9773Source: Badger Daylighting Ltd. (TSX - BAD) www.badgerinc.com Maximum News Dissemination by Filing Services Canada Inc. * www.usetdas.com