Clean Harbors Announces Results of Voting on Definitive Agreement to Acquire Badger Daylighting Ltd.
-- Transaction Fails to Receive Required Vote from Badger Shareholders and Option Holders, Despite Recommendation From Two Independent Corporate Governance Firms
-- Clean Harbors Maintains Strategic Focus on Accretive Acquisition Opportunities
NORWELL, Mass.--(BUSINESS WIRE)-- Clean Harbors, Inc. (“Clean Harbors”) (NYSE: CLH) today announced that the shareholders of Badger Daylighting Ltd. (“Badger”) (TSX: BAD), have failed to provide the percentage of votes necessary to approve a plan of arrangement under which Clean Harbors would have acquired 100% of Badger’s outstanding common shares for CAD $20.50 per share.
Alan S. McKim, Chairman and Chief Executive Officer of Clean Harbors, said, “We are disappointed in the outcome of the vote, as we proposed what we considered a fair and equitable offer to acquire Badger. Our proposal received the recommendation not only of the Board of Directors and management of Badger, but also two independent international corporate governance analysis and proxy voting firms – Institutional Shareholder Services Inc. and Glass Lewis & Co.”
The proposed transaction, which required approval of not less than 66 2/3 percent of the votes cast by Badger’s shareholders and option holders, was defeated today at a special meeting of shareholders held in Calgary. Badger, which is based in Calgary, is North America’s largest provider of Hydrovac Services.
“The decision by Badger shareholders neither disrupts our strategic focus on further expanding our Energy and Industrial Services business in North America, nor diminishes the strong footprint we have established across Canada through acquisitions including our 2009 acquisition of Eveready Inc.,” McKim said. “Badger has built an excellent reputation in its core markets. However, with its shareholders having voted to remain an independent company, we will move on to the next opportunity in what is an active acquisition pipeline.”
Earlier this month, Clean Harbors announced the signing of a definitive agreement to acquire Calgary, Alberta, Canada-based Peak Energy Services Ltd. (“Peak”) (TSX: PES), a diversified energy services company for approximately CAD $196 million consisting of a combination of cash and assumed debt. The acquisition is subject to approval by regulators and Peak shareholders, as well as other customary closing conditions, and is expected to be completed during the second quarter of 2011. Each of the directors and officers of Peak and Deans Knight Capital Management Ltd., collectively holding 53.6% of the issued and outstanding Peak shares, have entered into agreements with Clean Harbors pursuant to which they have agreed to vote their shares in favor of the acquisition at the Peak shareholders’ meeting, expected to be held on May 25, 2011.
About Clean Harbors
Clean Harbors is the leading provider of environmental, energy and industrial services throughout North America. The Company serves more than 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. The Company also operates international locations in Bulgaria, China, Singapore, Sweden, Thailand and the United Kingdom. For more information, visit www.cleanharbors.com.
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Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions. Such statements may include, but are not limited to, statements about the benefits of the acquisition of Peak, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of Clean Harbors’ management as of this date only and are subject to certain risks and uncertainties that could cause actual results to differ materially, including, without limitation, those items identified as “risk factors” in the Company’s most recently filed Form 10-K and Form 10-Q. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements other than through its various filings with the Securities and Exchange Commission, which may be viewed at www.cleanharbors.com/investor_relations.