CALGARY,
AB, April 8, 2025 /CNW/ - SECURE Waste
Infrastructure Corp. ("SECURE") (TSX: SES), announced today its
intention to commence a substantial issuer bid whereby SECURE will
offer to purchase up to $200,000,000
(the "Offer") of its outstanding common shares (the "Shares") from
holders of Shares (the "Shareholders"). As of April 7, 2025, there are 230,865,489 Shares
issued and outstanding. The Offer will be for approximately 7.22%
of the total number of issued and outstanding Shares if the
purchase price is determined to be $12.00 (which is the minimum price per Share
under the Offer) and approximately 5.97% of the total number of
issued and outstanding Shares if the purchase price is determined
to be $14.50 (which is the maximum
price per Share under the Offer).
Substantial Issuer Bid Details
Subject to obtaining the necessary exemptive relief under
applicable securities laws in Canada, the Offer will proceed by way of a
"modified Dutch auction" that includes the ability for Shareholders
to participate via a proportionate tender. Shareholders wishing to
tender to the Offer will be entitled to do so pursuant to: (i)
auction tenders in which the tendering Shareholder will specify
both the number of Shares being tendered and the price at which
such Shares are being tendered, at a price not less than
$12.00 and not more than $14.50 per Share in increments of $0.05 per Share; (ii) purchase price tenders
in which the Shareholder specifies only the number of Shares
tendered at the Purchase Price (as defined below) to be determined
pursuant to the Offer, or (iii) proportionate tenders in which the
tendering Shareholder tenders all of the Shares held by such
Shareholder, at the Purchase Price to be determined pursuant to the
Offer, on the basis that SECURE will only purchase such number of
Shares so tendered that will result in the Shareholder maintaining
its proportionate Share ownership in SECURE following the
completion of the Offer. Shareholders who validly tender Shares
without specifying the method in which they are tendering their
Shares, or who make an invalid proportionate tender, including
tendering an insufficient number of Shares, will be deemed to have
made a purchase price tender.
The purchase price (the "Purchase Price") to be paid by SECURE
for each validly deposited Share will be determined upon expiry of
the Offer and will be based on the number of Shares validly
deposited and not withdrawn. The Purchase Price will be the highest
price per Share (which will be not less than $12.00 per Share and not more than $14.50 per Share) which enables SECURE to
purchase all of the Shares tendered pursuant to valid auction
tenders and purchase price tenders, at the Purchase Price, after
taking into account the number of Shares tendered pursuant to valid
proportionate tenders, which aggregate amount shall not exceed an
aggregate of $200,000,000. Shares
deposited at or below the finally determined Purchase Price will be
purchased at such Purchase Price. Shares that are not taken up in
connection with the Offer, including Shares deposited pursuant to
auction tenders at prices above the Purchase Price, will be
returned to Shareholders that tendered to the Offer.
If the aggregate purchase price for Shares validly deposited and
not withdrawn pursuant to auction tenders and purchase price
tenders would collectively result in an aggregate purchase price in
excess of the amount available for auction tenders and purchase
price tenders, SECURE will purchase Shares from the Shareholders
who made purchase price tenders or tendered their Shares at or
below the finally determined Purchase Price on a pro rata
basis, except that "odd lot" holders (holders of less than 100
Shares) will not be subject to proration. Regardless of proration,
SECURE will always purchase at the Purchase Price such number of
Shares from Shareholders making valid proportionate tenders that
results in such tendering Shareholders maintaining their respective
proportionate Share ownership in SECURE following completion of the
Offer (subject to nominal differences due to the quantity of Shares
purchased from such Shareholders being rounded down to the nearest
whole number of Shares to avoid the purchase of fractional
Shares).
The Offer is expected to commence on April 9, 2025, and will remain open for
acceptance until 5:00 p.m. (Eastern
Time) on May 14, 2025, unless
withdrawn, extended or varied by SECURE and remains subject to
obtaining the necessary exemptive relief under applicable
securities laws in Canada. The
Offer will not be conditional upon any number of Shares being
tendered. The Offer will, however, be subject to other conditions
and SECURE will reserve the right, subject to applicable laws, to
withdraw or amend the Offer, if, at any time prior to the payment
of deposited Shares, certain events occur as described in the
formal offer to purchase and issuer bid circular and other related
documents (the "Offer Documents"). SECURE expects to fund the
purchase of Shares pursuant to the Offer, including all related
fees and expenses, from drawdowns on SECURE's existing revolving
credit facility and available cash on hand, if any.
On April 7, 2025, the last full
trading day prior to the announcement of SECURE's intention to
commence and the terms of the Offer by SECURE, the closing
price of the Shares on the TSX was $12.63 per Share.
The Board believes that the Offer is a prudent use of SECURE's
financial resources given SECURE's business profile and assets, the
current market price of the Shares and SECURE's ongoing cash
requirements. The Board also believes that the Offer will provide
Shareholders with the option to access additional liquidity with
respect to their Shares. The Offer provides SECURE with the
opportunity to return up to $200 million of capital to
Shareholders who elect to tender while at the same time increasing
the proportionate share ownership of Shareholders who do not elect
to tender.
Details of the Offer, including instructions for tendering
Shares to the Offer and the factors considered by the Board in
making its decision to approve the Offer, will be included in the
Offer Documents, which are expected to be mailed to Shareholders on
or about April 9, 2025, and
concurrently filed with applicable Canadian Securities
Administrators, and made available free of charge on SECURE's
SEDAR+ profile at www.sedarplus.com. Shareholders should carefully
read the Offer Documents prior to making a decision with respect to
the Offer.
The Board has obtained a liquidity opinion from Scotia Capital
Inc. ("Scotiabank") to the effect that, based on and subject to the
qualifications, assumptions and limitations stated in such opinion,
a liquid market for the Shares exists as of April 7, 2025, and that it is reasonable to
conclude that, following the completion of the Offer in accordance
with its terms, there will be a market for the Shareholders who do
not tender to the Offer that is not materially less liquid than the
market that existed at the time of the making of the Offer. A copy
of the opinion of Scotiabank will be included in the Offer
Documents.
SECURE has engaged Scotiabank to act as dealer manager and
financial advisor, and Odyssey Trust Company ("Odyssey") to act as
depositary, in connection with the Offer. McCarthy Tétrault LLP is
acting as SECURE's legal advisor in connection with the Offer.
The Board has approved the Offer. However, none of SECURE, the
Board, Scotiabank, in its capacity as dealer manager and financial
advisor, or Odyssey, in its capacity as the depositary, makes any
recommendation to any Shareholder as to whether to deposit or
refrain from depositing Shares. Shareholders are urged to evaluate
carefully all information contained in the Offer Documents, consult
their own financial, legal, investment and tax advisors and make
their own decisions as to whether to deposit Shares under the
Offer, and, if so, how many Shares to deposit and at what
price(s).
SECURE has suspended its current normal course issuer bid in
light of the Offer such that no purchases will be completed under
its normal course issuer bid or its automatic securities purchase
plan until the Offer is completed.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Shares. The solicitation and the offer to buy Shares will only
be made pursuant to the Offer Documents.
Any questions or requests for information regarding the Offer
should be directed to Odyssey, as the depositary at:
corp.actions@odysseytrust.com, or Scotiabank, as the dealer manager
at: SecureSIB@scotiabank.com.
Forward Looking Statements
This press release may contain forward-looking information
within the meaning of applicable securities regulation. The words
"may", "will", "would", "should", "could", "expects", "plans",
"intends", "trends", "indications", "anticipates", "believes",
"estimates", "predicts", "likely" or "potential" or the negative or
other variations of these words or other comparable words or
phrases, are intended to identify forward-looking statements. These
statements include, without limitation, statements regarding
SECURE's intentions and expectations with respect to the Offer; the
terms and conditions of the Offer, including the aggregate number
and dollar amount of Shares to be purchased for cancellation under
the Offer, the expected expiration date of the Offer, method by
which SECURE will fund the Offer and purchases thereunder and the
effects of purchases under the Offer; receipt by SECURE of
exemptive relief from applicable Canadian Securities Administrators
to conduct the Offer on the proposed terms; expectations with
respect to the timing of mailing and filing the Offer Documents and
intentions with respect to SECURE's normal course issuer bid and
automatic securities purchase plan. Purchases made under the Offer
are not guaranteed and may be suspended at the discretion of the
Board. SECURE believes the expectations reflected in the
forward-looking statements in this press release are reasonable but
no assurance can be given that these expectations will prove to be
correct and such forward- looking statements should not be unduly
relied upon. Forward-looking information is based on a number of
assumptions and is subject to a number of risks and uncertainties
that may cause the results or events mentioned in this press
release to differ materially from those that are discussed in or
implied by such forward-looking information. Readers are cautioned
not to place undue reliance on these statements as a number of
factors could cause actual results to differ materially from the
results discussed in these forward-looking statements, including
but not limited to those factors referred to under the heading
"Risk Factors" in SECURE's Annual Information Form for the year
ended December 31, 2024, which is
available on SEDAR+ at www.sedarplus.com.
Although forward-looking statements contained in this press
release are based upon what SECURE believes are reasonable
assumptions, SECURE cannot assure investors that actual results
will be consistent with these forward-looking statements. The
forward-looking statements in this press release are expressly
qualified by this cautionary statement. Unless otherwise required
by law, SECURE does not intend, or assume any obligation, to update
these forward-looking statements.
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure
business headquartered in Calgary,
Alberta. SECURE's extensive infrastructure network located
throughout western Canada and
North Dakota includes waste
processing and transfer facilities, industrial landfills, metal
recycling facilities, crude oil and water gathering pipelines,
crude oil terminals and storage facilities. Through this
infrastructure network, SECURE carries out its principal business
operations, including the collection, processing, recovery,
recycling and disposal of waste streams generated by our energy and
industrial customers and gathering, optimization, terminalling and
storage of crude oil and natural gas liquids. The solutions SECURE
provides are designed not only to help reduce costs, but also lower
emissions, increase safety, manage water, recycle by-products and
protect the environment.
SECURE's shares trade under the symbol SES and are listed on the
Toronto Stock Exchange.
SOURCE SECURE Waste Infrastructure Corp.
