Aegion Corporation (NASDAQ: AEGN) today announced that it has
entered into a second amendment to the definitive merger agreement
with affiliates of New Mountain Capital, L.L.C. (“New Mountain”,
and together with such affiliates “Buyer”), a leading
growth-oriented investment firm headquartered in New York, to
increase the consideration payable to holders of outstanding shares
of Aegion common stock to $30.00 per share in cash from $27.00 per
share in cash.
The revised transaction price represents a total enterprise
value of $1.1 billion, including net debt. The revised per-share
price represents a premium of 40% and 48% to Aegion’s closing share
price and 30-day VWAP, respectively, as of February 12, 2021, the
last trading day prior to announcing the definitive merger
agreement with New Mountain.
Pursuant to the amendment, as consideration for the increased
purchase price, the break-up fee payable by Aegion in certain
circumstances has increased from $40 million to $50 million. The
termination fee payable by Buyer to Aegion in certain circumstances
has also increased from $70 million to $90 million.
In evaluating this amendment, in consultation with its outside
legal and financial advisors, Aegion’s Board of Directors gave due
consideration to a revised proposal received from an unsolicited
third party (the “Third Party”) (the “Third-Party Proposal”) to
acquire 100% of the shares of Aegion for $30.00 per share in cash.
The Third-Party Proposal followed discussions and negotiations
between the Third Party and management in the last few weeks
following the disclosure on March 22, 2021 of the Board’s
determination that an unsolicited proposal from the Third Party for
$28.50 per share in cash could reasonably be expected to result in
a “Superior Proposal.” In making its decision, the Board carefully
assessed the relative benefits and risks of the revised proposals
from both New Mountain and the Third Party. The Board determined
that, based on the consideration payable to stockholders and the
superior certainty and anticipated timing to close the transaction
with New Mountain, Aegion’s entry into the amendment with New
Mountain is in the best interests of Aegion’s stockholders.
Aegion Board Recommends Vote “FOR” New Mountain
AgreementAegion’s Board of Directors recommends that
Aegion stockholders vote to approve the amended New Mountain Merger
Agreement and related proposals at the special meeting of Aegion
stockholders scheduled for May 14, 2021. Stockholders of record as
of March 31, 2021, are entitled to vote at that meeting.
Aegion stockholders who have questions about the merger or the
special meeting, or who wish to obtain copies of the proxy
statement, proxy cards or other documents relating to the special
meeting, may contact Innisfree M&A Incorporated, Aegion’s proxy
solicitor, by calling (877) 687-1874 toll-free if located in the
U.S. or Canada, or +1 (412) 232-3651 if located elsewhere.
AdvisorsCenterview Partners LLC is serving as
exclusive financial advisor to Aegion, and Shearman & Sterling
LLP is serving as legal counsel.
About Aegion Corporation (NASDAQ: AEGN)Aegion
combines innovative technologies with market-leading expertise to
maintain, rehabilitate and strengthen infrastructure around the
world. For 50 years, the Company has played a pioneering role in
finding innovative solutions to rehabilitate aging infrastructure,
primarily pipelines in the wastewater, water, energy, mining and
refining industries. Aegion also maintains the efficient operation
of refineries and other industrial facilities. Aegion is committed
to Stronger. Safer. Infrastructure.®
More information about Aegion can be found at
www.aegion.com.
Forward-Looking StatementsThis communication
contains “forward-looking statements” within the meaning of the
U.S. federal securities laws. Such statements include statements
concerning anticipated future events and expectations that are not
historical facts. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Forward-looking statements are typically identified by
words such as “believe,” “expect,” “anticipate,” “intend,”
“target,” “estimate,” “continue,” “positions,” “plan,” “predict,”
“project,” “forecast,” “guidance,” “goal,” “objective,”
“prospects,” “possible” or “potential,” by future conditional verbs
such as “assume,” “will,” “would,” “should,” “could” or “may,” or
by variations of such words or by similar expressions or the
negative thereof. Actual results may vary materially from those
expressed or implied by forward-looking statements based on a
number of factors, including, without limitation: (1) risks related
to the consummation of the merger, including the risks that (a) the
merger may not be consummated within the anticipated time period,
or at all, (b) the parties may fail to obtain stockholder approval
of the merger agreement, (c) the parties may fail to secure the
termination or expiration of any waiting period applicable under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, (d) other conditions to the consummation of the merger
under the merger agreement may not be satisfied, and (e) the
significant limitations on remedies contained in the merger
agreement may limit or entirely prevent the Company from
specifically enforcing the obligations of Carter Intermediate, Inc.
(Parent) and its wholly owned subsidiary, Carter Acquisition, Inc.
(Merger Sub), under the merger agreement or recovering damages for
any breach by Parent or Merger Sub; (2) the effects that any
termination of the merger agreement may have on the Company or its
business, including the risks that (a) the Company’s stock price
may decline significantly if the merger is not completed, (b) the
merger agreement may be terminated in circumstances requiring the
Company to pay Parent a termination fee, or (c) the circumstances
of the termination, including the possible imposition of a 12-month
tail period during which the termination fee could be payable upon
certain subsequent transactions, may have a chilling effect on
alternatives to the merger; (3) the effects that the announcement
or pendency of the merger may have on the Company’s and its
business, including the risks that as a result (a) the Company’s
business, operating results or stock price may suffer, (b) the
Company’s current plans and operations may be disrupted, (c) the
Company’s ability to retain or recruit key employees may be
adversely affected, (d) the Company’s business relationships
(including, customers, franchisees and suppliers) may be adversely
affected, or (e) the Company’s management’s or employees’ attention
may be diverted from other important matters; (4) the effect of
limitations that the merger agreement places on the Company’s
ability to operate its business, return capital to stockholders or
engage in alternative transactions; (5) the nature, cost and
outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger
and instituted against the Company and others; (6) the risk that
the merger and related transactions may involve unexpected costs,
liabilities or delays; (7) other economic, business, competitive,
legal, regulatory, and/or tax factors; and (8) other factors
described under the heading “Risk Factors” in Part I, Item 1A of
the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, as updated or supplemented by subsequent reports
that the Company has filed or files with the SEC. Potential
investors, stockholders and other readers are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. Neither Parent
nor the Company assumes any obligation to publicly update any
forward-looking statement after it is made, whether as a result of
new information, future events or otherwise, except as required by
law.
Additional Information and Where to Find ItThis
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger between
Merger Sub and the Company. In connection with the proposed
transaction, the Company plans to file a proxy statement with the
SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE
COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Stockholders and investors will be able to obtain free copies of
the proxy statement and other relevant materials (when they become
available) and other documents filed by the Company at the SEC’s
website at www.sec.gov. Copies of the proxy statement (when they
become available) and the filings that will be incorporated by
reference therein may also be obtained, without charge, by
contacting the Company’s Investor Relations at kcason@aegion.com or
1.800.325.1159.
Participants in SolicitationThe Company and its
directors, executive officers and certain employees, may be deemed,
under SEC rules, to be participants in the solicitation of proxies
in respect of the proposed transaction. Information regarding the
Company’s directors and executive officers is available in its
Annual Report on Form 10-K filed with the SEC on March 10, 2021.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC (when they become available). These documents can be
obtained free of charge from the sources indicated above.
For more information, contact:Aegion
CorporationKatie CasonSenior Vice President, Strategy and
Communications636-530-8000 kcason@aegion.com
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