SINGAPORE, July 4 /PRNewswire-Asia/ -- Sembcorp Industries
Ltd (Sembcorp) today (July 4 -
USA / July
5 - Singapore) announces
that on July 2, 2010, Cascal N.V.
(Cascal) filed with the U.S. Securities and Exchange Commission
(the "SEC") an amendment to its previously filed Schedule 14d-9.
The amendment states that the Board of Directors (the "Board") has
determined to withdraw its previous recommendation that
stockholders (other than Biwater) reject the tender offer (the
"Offer") by Sembcorp's wholly-owned subsidiary, Sembcorp Utilities
Pte Ltd (Sembcorp Utilities), for all of the issued and outstanding
common shares (Shares) of Cascal (NYSE: HOO), a New York Stock
Exchange-listed company, and not tender their Shares in the Offer,
and instead to express no opinion and remain neutral regarding the
Offer. In reaching its decision to change its recommendation, the
Board indicated that given Sembcorp's announced intentions with
respect to Cascal, including delisting and deregistration of the
Shares, there is a substantial likelihood that no active trading
market will exist for the Shares and stockholders may not be able
to realise value for their Shares, in the short-term or long-term,
that is comparable to the consideration offered by Sembcorp. Given
this risk of illiquidity, the Board has determined to withdraw its
previous recommendations and to express no opinion and remain
neutral regarding the Offer, but urges all stockholders to consider
their risk of potential long-term illiquidity of their investment
versus the risks posed by the Offer. In addition, the amended
Schedule 14d-9 indicates that, to the knowledge of Cascal, all of
Cascal's directors and executive officers intend to tender all of
their Shares for purchase pursuant to the Offer.
As of today, Sembcorp is not aware of any facts or circumstances
that would cause the failure of any of the conditions to the Offer.
Accordingly, Sembcorp Utilities will accept all tendered Shares for
payment and consummate the Offer at 5:00
p.m. New York City time on
Thursday, July 8, 2010 (unless
extended), provided that no event resulting in a failure of a
condition occurs prior to that time.
As of the close of business on July 2,
2010, approximately 25,722,459 Shares have been tendered
into and not withdrawn from the Offer (representing approximately
83.6% 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).
Promptly after consummation of the Offer, and subject to and in
accordance with applicable laws, Sembcorp intends to cause Cascal
to (1) delist the Shares from the New York Stock Exchange, (2)
suspend Cascal's obligation to file reports under the Securities
Exchange Act of 1934, as amended and the rules and regulations
promulgated thereunder (the "Exchange Act"), pending termination of
registration of the Shares under the Exchange Act and (3) terminate
the registration of the Shares under the Exchange Act. If the
Shares are delisted, the market for the Shares could be adversely
affected. In addition, termination of registration of the Shares
under the Exchange Act would reduce the information required to be
furnished by Cascal to its
stockholders and to the Securities and Exchange Commission and
would make certain provisions of the Exchange Act no longer
applicable to the Shares.
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 if they wish to take advantage of this opportunity.
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 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
www.sec.gov. 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. 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.
For media and analysts queries please contact:
For Singapore:
Ng Lay San (Ms)
Vice President
Group Corporate Relations
DID: +65-6723-3150
Email: ng.laysan@sembcorp.com
Fock Siu Ling (Ms)
PR Counsel
Group Corporate Relations
DID: +65-6723-3152
Email: fock.siuling@sembcorp.com
Lim Yuan See (Ms)
Associate Director, Singapore
Kreab Gavin Anderson
DID: +65-6339-9110
Email: ylim@kreabgavinanderson.com
For US:
Richard A. Mahony (Mr)
Managing Partner, New York
Kreab Gavin Anderson
DID: +1-212-515-1960
Email: rmahony@kreabgavinanderson.com
For UK:
Natalie Biasin (Ms)
Associate Director, London
Kreab Gavin Anderson
DID: +44-20-7074-1864
Email: nbiasin@kreabgavinanderson.com
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, 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.
SOURCE Sembcorp Industries Ltd