/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, June 29 /CNW/ - CCS Income Trust (TSX: CCR.UN) ("CCS" or the
"Trust") is pleased to announce that it has entered a definitive agreement for
a going private transaction with an investor group led by Mr. David Werklund,
the Founder, President and Chief Executive Officer of CCS, and which includes
CAI Capital Partners, Goldman Sachs Capital Partners, Kelso & Company, Vestar
Capital Partners, British Columbia Investment Management Corporation and
O.S.S. Capital Management L.P.
Through a series of transactions, a company controlled by the investor
group will acquire all the assets of CCS and each securityholder of CCS will
receive $46.00 per trust unit or the equivalent amount per exchangeable share
based on the applicable exchange ratio (other than Mr. Werklund, who has
agreed to accept $45.50 for each trust unit sold by him). Non-resident
unitholders of the Trust may elect to have their trust units directly acquired
for cash by the acquisition vehicle.
The consideration to be received by CCS securityholders represents a
21.4% premium to the June 28, 2007 closing price of the trust units on the
Toronto Stock Exchange. The transaction has been approved unanimously by the
board of directors of CCS (with interested and non-independent directors
abstaining) following receipt of the unanimous recommendation of an
Independent Committee of directors of CCS Inc.
"This transaction provides significant value and liquidity to our
unitholders, as well as continuity and opportunity for all of our employees,"
said Mr. Werklund. "CCS will continue to be a people-first organization with a
sharp focus on customer service, performance excellence and innovative
The Independent Committee was advised jointly by Raymond James Ltd., as
an independent financial advisor, and FirstEnergy Capital Corp., as an
independent financial advisor and which, in addition, was engaged to provide a
formal valuation of the trust units and exchangeable shares. The Independent
Committee has received verbal fairness opinions from each of Raymond James
Ltd. and FirstEnergy Capital Corp. that the consideration which the holders of
trust units and exchangeable shares will receive under the transaction is
fair, from a financial point of view, to such holders (other than Mr. Werklund
and any other "related parties", "interested parties" and "joint actors").
Copies of the Raymond James Ltd. and the FirstEnergy Capital Corp. fairness
opinions and FirstEnergy Capital Corp. formal valuation, factors considered by
the Independent Committee and the CCS Board and other relevant background
information will be included in the management information circular that will
be mailed to CCS unitholders and exchangeable shareholders for a special
meeting of unitholders and exchangeable shareholders (anticipated to be held
in early September 2007) to approve the proposed transaction.
To be implemented, the proposed transaction will require approval by
two-thirds of the votes of the holders of trust units and exchangeable shares
(voting through special voting rights), and two-thirds of the votes of the
holders of exchangeable shares of CCS Inc. Mr. Werklund, Mr. Gordon Vivian and
O.S.S. Capital Management L.P. have agreed to vote all of their exchangeable
shares and trust units (as applicable) representing in aggregate 95.14% and
12.40%, respectively, of the issued and outstanding exchangeable shares and
trust units to approve the proposed transaction. The transaction will also
require approval by a simple majority of votes cast by holders of trust units
and exchangeable shares (voting together with the trust units), other than Mr.
Werklund, Mr. Vivian and any other "related parties", "interested parties" and
"joint actors". The transaction is subject to certain required regulatory
approvals in both Canada and the United States and satisfaction of other
customary closing conditions. The Trust has agreed not to initiate any
inquiries or proposals from any third party regarding an acquisition proposal
involving the Trust but has retained the ability to facilitate a competing
proposal not initiated by it which the board of directors believes may lead to
a superior proposal. The agreement contains a mutual break fee of 2% of the
total equity value of the proposed transaction which is payable under certain
circumstances if the proposed transaction is not completed.
CCS unitholders will continue to receive distributions for all months
ending prior to the month in which closing of the transaction occurs and a pro
rata share of the distribution for the month in which closing of the
Mr. Werklund will be President and Chief Executive Officer and will
remain involved in all aspects of the business and operations of the going
forward company. Mr. Werklund will contribute, directly or indirectly,
approximately 60% of his entire equity interest in the Trust and CCS Inc. for
securities of the acquisition vehicle and will sell the remaining 40% of his
equity interest in the Trust pursuant to the transaction. This reinvestment
has a value of approximately $500 million based on the current transaction
price. Following completion of the transaction, Mr. Werklund will be the
single largest shareholder of the acquisition vehicle which will continue to
carry on business under the name "CCS Inc." and be majority owned by Canadian
residents. Mr. Gordon Vivian, an officer of CCS Inc., will also contribute
approximately 70% of his equity interest in the Trust and CCS Inc. for
securities of the acquisition vehicle and will sell the remaining 30% of his
equity investment in the Trust pursuant to the transaction.
It is anticipated that the transaction, if approved by the CCS
securityholders, will be completed in the fourth quarter of 2007.
Mr. Naveen Dargan, a current director of CCS (who recused himself from
the Independent Committee and from voting on the transaction) is acting as
financial advisor to Mr. Werklund. Mr. Dargan has also agreed to serve as a
director of the newly formed company.
Goldman Sachs is acting as financial advisor to the investor group (other
than Mr. Werklund).
Burnet, Duckworth & Palmer LLP is acting as legal counsel to Messrs.
Werklund and Dargan and Felesky Flynn LLP is acting as tax counsel to Mr.
Werklund. Stikeman Elliott LLP and Debevoise & Plimpton LLP are acting as
legal counsel to the other members of the investor group.
Raymond James Ltd. and FirstEnergy Capital Corp. are acting as
independent financial advisors to the Independent Committee. Macleod Dixon LLP
and Paul, Weiss, Rifkind, Wharton and Garrison LLP are acting as independent
legal counsel to the Independent Committee.
About CCS Income Trust
CCS Income Trust is a recognized industry leader providing integrated and
environmentally responsible services to upstream and downstream oil and gas
companies in Canada and the U.S. Headquartered in Calgary, Alberta, CCS has
almost 3,000 employees and provides a diverse number of services across four
divisions. CCS Midstream Services provides oilfield waste treatment, recovery
and disposal through a network of facilities across western Canada and in the
United States. CCS Energy Marketing provides crude oil and condensate
marketing services. HAZCO Environmental Services offers integrated
remediation, waste management and decommissioning solutions including the
operation of engineered landfills throughout Canada. Concord Well Servicing
manages well completions, workovers and abandonments with a fleet of 140 rigs.
Additional integrated services include NORM management, regulatory compliance
expertise, inactive well management, well and pipeline abandonments, oilfield
equipment rental, metals recycling and geotechnical and environmental
This news release contains "forward-looking statements" within the
meaning of applicable securities laws relating to the proposal to take the
Trust private, including statements regarding the terms and conditions of the
proposed transaction, and receipt of distributions of the Trust. Readers are
cautioned not to place undue reliance on forward-looking statements. Actual
results and developments may differ materially from those contemplated by
these statements depending on, among other things, the risks that the parties
will not proceed with a transaction, that the ultimate terms of the
transaction will differ from those that currently are contemplated, and that
the transaction will not be successfully completed for any reason (including
the failure to obtain the required approvals or clearances from regulatory
authorities). The statements in this news release are made as of the date of
this release. We undertake no obligation to comment on analyses, expectations
or statements made by third parties in respect of the Trust, its financial or
operating results or its securities.
For further information:
For further information: Investors: David Werklund, President and Chief
Executive Officer, CCS Income Trust, Phone: (403) 233-7565; Marshall McRae,
Chief Financial Officer, CCS Income Trust, Phone: (403) 231-1103; Media:
Shauna Lowry, Corporate Communications Manager, Phone: (403) 231-1127; David
Ryan, Longview Communications, Phone: (604) 562-5895