SINGAPORE, June 30 /PRNewswire-Asia/ -- Sembcorp Industries
Ltd (Sembcorp) today announces that certain of the conditions to
the tender offer (the "Offer") by its wholly-owned subsidiary,
Sembcorp Utilities Pte Ltd (Sembcorp Utilities), for all of the
issued and outstanding common shares (Shares) of Cascal N.V.
(Cascal) (NYSE: HOO), a New York Stock Exchange-listed company, set
forth in the Offer to Purchase filed on May
21, 2010 (the "Offer to Purchase"), have been waived or
satisfied, clearing the way for the consummation of the Offer,
subject to the satisfaction of the remaining conditions to the
Offer. The Offer is scheduled to expire at 5:00 p.m. New York
City time on Thursday, July 8,
2010 (unless extended).
As indicated in the Offer to Purchase, the Offer is conditioned
on, among other things, (i) Cascal not issuing or authorising or
agreeing to the issuance of, any shares of its capital stock or any
other security convertible therein, or exchangeable or exercisable
therefor; (ii) the clearance of the transactions (the
"Transactions") contemplated by the Offer and the Tender Offer and
Stockholder Support Agreement (the "Tender Offer and Stockholder
Support Agreement") entered into on April
26, 2010, among Sembcorp Utilities, Biwater Investments Ltd.
and Biwater Holdings Limited (Biwater), including the separation of
Biwater's and Cascal's U.K. pension schemes (collectively, the
"Schemes"), from the U.K. Pensions Regulator (the "Pensions
Regulator") having been given on terms that are reasonably
acceptable to Sembcorp Utilities; (iii) all consents or approvals
required to be obtained from any third party in connection with the
Tender Offer and Stockholder Support Agreement, the Offer and the
consummation of the Transactions contemplated thereby being
obtained (including Waterloo Industrial Limited (Waterloo), the
minority shareholder in The China Water Company Limited, not
objecting to the new ultimate controller of Cascal or any necessary
waivers and consents of Waterloo being obtained) and (iv) any
material approval, authorization, clearance, license, order,
confirmation, consent, exemption, grant, permission, recognition
and/or waiver necessary for the making or implementation of the
Offer or consummation of the Transactions which is required to be
obtained from a governmental authority of any jurisdiction in which
the Company or any of its subsidiaries or associated companies
carries on business having been obtained during the Offer
period.
As indicated in the Offer to Purchase, on or about April 27, 2010, Michael
Wager, a non-executive director, resigned from Cascal's
board of directors to assume an advisory and spokesperson role for
Cascal in connection with the Offer (the "Consultancy") and, in
connection with such Consultancy, Cascal entered into an agreement
with an affiliate of Mr. Wager, through which Mr. Wager, is
providing consulting services, pursuant to which Mr. Wager would
receive an annual salary of US$1,040,000 and 200,000 restricted Shares in the
Company (the "Restricted Shares"). The issuance of the Restricted
Shares has resulted in the failure of condition (i) set forth
above. Sembcorp Utilities has decided to waive the failure of
condition (i) set forth above insofar as and to the extent it
relates to the issuance of the Restricted Shares.
With regard to the condition to the Offer that clearance be
given from the Pensions Regulator on terms that are reasonably
acceptable to Sembcorp Utilities, on June 8,
2010, the Pension Regulator issued a letter stating that in
its opinion, there is no proposed detriment to the Schemes as a
result of the Transactions and therefore a pension clearance for
the separation of the Schemes is not required. This response from
the Pensions Regulator is acceptable to Sembcorp Utilities and,
accordingly, Sembcorp Utilities has decided to waive condition (ii)
set forth above. On June 29, 2010,
Waterloo executed a waiver letter, in satisfaction of condition
(iii) set forth above, as it relates to Waterloo.
On June 15, 2010, Cascal filed a
merger notification with the South African Competition Commission
(the "Commission") and on June 29,
2010, the Commission issued its opinion unconditionally
approving the proposed transaction, in satisfaction of condition
(iv) set forth above, as it relates to clearance from the
Commission.
Except for the waiver of the conditions to the Offer set forth
herein, all other terms and conditions of the Offer remain
unchanged. As of the date hereof, we are not aware of any facts or
circumstances that would cause the failure of any of the conditions
to the Offer on the Expiration Date, however, there can be no
assurance that if facts or circumstances change, all of the
conditions to the Offer will be satisfied on the Expiration Date.
As of the close of business on June 29,
2010, approximately 25,438,427 Shares have been tendered
into and not withdrawn from the Offer (representing approximately
82.6% of the outstanding Shares, based on 30,781,343 Shares
reported by Cascal to be issued and outstanding as of June 25, 2010, including 17,868,543 Shares held
by Biwater Investments Ltd., the majority stockholder of
Cascal).
As the Offer and withdrawal rights are scheduled to expire at
5:00 p.m. New York City time on Thursday, July 8, 2010 (unless extended),
Sembcorp urges Cascal's stockholders to accept the Offer as soon as
possible. Cascal's stockholders may obtain copies of all of the
offering documents free of charge at the SEC's website
(www.sec.gov) or by directing a request to MacKenzie Partners,
Inc., the Information Agent for the offer, at 212-929-5500 or
toll-free at 800-322-2885.
IMPORTANT NOTICE: This press release is for informational
purposes only and is not an offer to buy or the solicitation of an
offer to sell any common shares of Cascal. The tender offer is
being made pursuant to a tender offer statement on Schedule TO
(including the Offer to Purchase, a related letter of transmittal
and other offer materials) filed by Sembcorp with the U.S.
Securities and Exchange Commission ("SEC") on May 21, 2010. The solicitation of offers to buy
common shares of Cascal is only being made pursuant to the Offer to
Purchase, the Letter of Transmittal and related documents. Cascal
shareholders are strongly advised to read the tender offer
statement and the solicitation/recommendation statement regarding
the tender offer as they contain important information, including
the various terms of, and conditions to, the tender offer.
Investors and stockholders may obtain free copies of these
statements and other documents filed by Sembcorp Utilities and
Cascal at the U.S. Securities and Exchange Commission's website at
http://www.sec.gov. Cascal's stockholders may obtain copies of all
of the offering documents free of charge at the SEC's website
(http://www.sec.gov ) or by directing a request to MacKenzie
Partners, Inc., the Information Agent for the offer, at
212-929-5500 or toll-free at 800-322-2885. The tender offer will
expire at 5:00 p.m. New York City time on July 8, 2010, unless extended in the manner set
forth in the Offer to Purchase. Investors and stockholders should
seek legal or other professional advice before acting or relying on
any of the information provided above.
ABOUT SEMBCORP INDUSTRIES
Sembcorp Industries is a leading energy, water and marine group.
With facilities with over 5,200 megawatts of power capacity and
over four million cubic meters of water per day in operation and
under development, Sembcorp is a trusted provider of essential
energy and water solutions to customers in Singapore, the UK, China, India,
Vietnam, the UK, Oman and the UAE.
Aside from its energy and water business, the Sembcorp
Industries Group also encompasses a world leader in marine &
offshore engineering, as well as an established provider of
environmental services and developer of integrated townships and
industrial parks. The Group has total assets of over S$9 billion and employs more than 6,700
employees. Listed on the main board of the Singapore Exchange, it
is a component stock of the Straits Times Index and several MSCI
indices.
ABOUT SEMBCORP'S WATER BUSINESS
Competitive and technologically advanced water solutions are
core to Sembcorp's utilities service offering. Globally, Sembcorp
owns and manages water facilities with a combined capacity of over
four million cubic meters per day in operation and under
development serving both municipal and industrial customers.
Sembcorp's broad expertise in wastewater treatment encompasses
the ability to treat highly concentrated wastewater and high
salinity wastewater discharged by industries, using advanced
biological treatment processes. Furthermore, it is able to reclaim
high-grade industrial water, demineralized water and potable water
from treated effluent. Through treating wastewater and recovering
usable water from the effluent, which can in turn be supplied back
to customers, Sembcorp's facilities are able to minimize liquid
discharge and promote a sustainable alternative water supply.
The company also has expertise in both reverse osmosis and
thermal processes for seawater desalination and provides water for
industrial use to customers in petrochemical and chemical zones.
These include demineralized water, industrial water, raw water,
chilled water, cooling water and seawater cooling.
Note to Editors:
Following a company rebrand, please refer to the company as
"Sembcorp" (with "S" in upper case and "c" in lower case), or
"Sembcorp Industries" in full. Please also note that "Sembcorp" is
not an abbreviation of "Sembawang Corporation" but a brand name in
itself, and it is therefore incorrect to refer to our company as
"Sembawang", "Sembawang Corporation" or similar.
For media and analysts queries please contact:
For Singapore:
Ng Lay San (Ms)
Vice President
Group Corporate Relations
Tel: +65-6723-3150
Email: ng.laysan@sembcorp.com
Fock Siu Ling (Ms)
PR Counsel
Group Corporate Relations
Tel: +65-6723-3152
Email: fock.siuling@sembcorp.com
Lim Yuan See (Ms)
Associate Director, Singapore
Kreab Gavin Anderson
Tel: +65-6339-9110
Email: ylim@kreabgavinanderson.com
For US:
Richard A. Mahony (Mr)
Managing Partner, New York
Kreab Gavin Anderson
Tel: +1-212-515-1960
Email: rmahony@kreabgavinanderson.com
For UK:
Natalie Biasin (Ms)
Associate Director, London
Kreab Gavin Anderson
Tel: +44-20-7074-1864
Email: nbiasin@kreabgavinanderson.com
SOURCE Sembcorp Industries Ltd