OAK BROOK, IL, Nov. 5, 2014 /CNW/ - Primary Energy Recycling Corporation (TSX: PRI) ("Primary Energy" or the "Company"), a clean energy company that generates revenue from capturing and recycling recoverable heat and byproduct fuels from industrial processes, announced today that the Supreme Court of British Columbia has issued an interim order providing for the calling and holding of a special meeting of the Company's shareholders.
At the special meeting, shareholders will be asked to approve the previously announced arrangement (the "Arrangement") under which a new company formed by a consortium led by Fortistar LLC will indirectly acquire all of the outstanding common shares of Primary Energy for cash at a price of US$5.40 per common share. The cash price will be paid in U.S. dollars at closing, and is equivalent to approximately C$6.07 per Common Share (based on the daily noon exchange rate of the Bank of Canada on October 17, 2014, the business day prior to PERC's announcement of the Arrangement).
The special meeting of shareholders is scheduled to be held at the offices of Torys LLP, 79 Wellington Street West, 33rd Floor in Toronto, Ontario on December 9, 2014 at 9:00 a.m. (Toronto time). The record date for determining shareholders entitled to receive notice of and vote at the meeting is October 27, 2014.
The terms and conditions of the Arrangement will be disclosed in more detail in the Company's management information circular that will be mailed to shareholders as of the record date. The Company expects to mail the management information circular to beneficial shareholders on or about November 17, 2014, at which time it will also be available on SEDAR. Shareholders are urged to read the management information circular and the other relevant materials when they become available because such materials will contain important information about the Arrangement.
The Board of Directors of Primary Energy has determined that the Arrangement is in the best interests of the Company and unanimously recommends that shareholders vote in favour of the Arrangement at the upcoming meeting of shareholders.
Certain of the shareholders (who collectively hold approximately 44.5% of the Company's outstanding common shares) and all of the directors and senior officers of the Company who own common shares have entered into lock-up agreements pursuant to which, among other things, they have agreed to vote their shares in favour of the Arrangement.
About Primary Energy Recycling Corporation
Primary Energy Recycling Corporation, headquartered in Oak Brook, Illinois, owns and operates four recycled energy projects and a 50 percent interest in a pulverized coal facility (collectively, the "Projects"). The Projects have a combined electrical generating capacity of 298 megawatts and a combined steam generating capacity of 1.8M lbs/hour. Primary Energy Recycling Corporation creates value for its customers by capturing and recycling waste energy from industrial and electric generation processes and converting it into reliable and economical electricity and thermal energy for resale back to its customers. For more information, please see www.primaryenergy.com.
This press release contains "forward-looking information" or "forward-looking statements" within the meaning of applicable Canadian securities laws, including statements regarding the expected timing and completion of the transaction, the preparation, delivery and availability of a management information circular and other relevant materials in connection with the transaction, and the holding of the special meeting, which forward-looking statements may use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential", or the negative thereof or other variations thereof or comparable terminology. Such statements are subject to certain risks, uncertainties and assumptions pertaining, but not limited, to the fact that the expected completion of the transaction is subject to closing conditions and termination rights in favour of the purchaser, many of which are beyond the Company's control, the purchaser's inability to complete the anticipated financing as contemplated by applicable commitment letters prior to the contractually required time for closing of the transaction or otherwise secure favourable terms for such financing, required shareholder approval and necessary court approvals, the satisfaction or waiver of certain other conditions contemplated by the Arrangement agreement, disruptions resulting from the transaction making it more difficult to maintain business relationships, and changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements.
As a result of these risks and uncertainties, the transaction could be modified, restructured or may not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable securities laws.
SOURCE: Primary Energy Recycling Corporation
For further information:
Chief Commercial Officer
Media and Investor Relations
416.815.0700 ext. 225