SINGAPORE, Aug. 1 /PRNewswire/ -- Sembcorp Industries Ltd
(Sembcorp) today (Aug. 1 -
USA / Aug.
2 - Singapore) announces
that its majority stake in Cascal has risen to 96.43%, with the
close of the subsequent offer period of 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 (the "Shares") of Cascal N.V. (Cascal) (NYSE: HOO). The
Offer for the Shares, at a price of US$6.75 per Share in cash, less any withholding
taxes and without interest, expired as scheduled at 5:00 p.m. New York
City time on July 30, 2010. In
addition, as Sembcorp has acquired over 95% of Cascal, it intends
to complete the acquisition of the company by effecting squeeze-out
proceedings under the Dutch Civil Code. The price paid to minority
stockholders in such proceedings would be determined by the Dutch
Court.
BNY Mellon Shareowner Services, the depositary for the Offer,
has advised that a total of 1,285,495 Shares have been validly
tendered and not withdrawn prior to the expiration of the
subsequent offer period (including all of the Shares tendered and
not withdrawn in the initial offer period), representing
approximately 4.18% of the issued and outstanding Shares. All
of the Shares validly tendered and not withdrawn have been accepted
for payment.
Sembcorp also announces today that it will continue to make
available a convenient platform for the remaining Cascal
shareholders to divest their shares, by providing an additional
subsequent offer period that will commence at 9:00 a.m. New York
City time on August 2, 2010
and expire at 5:00 p.m. New York City time on August 9, 2010. Shares validly tendered during
this additional subsequent offer period will be accepted
immediately and paid for promptly as they are accepted. Holders of
Shares who validly tender during the additional subsequent offer
period will receive the same offer price of US$6.75 per Share in cash, less any withholding
taxes and without interest, that has been paid to holders who
tendered during the original offer period and the first subsequent
offer period. Procedures for tendering Shares during the subsequent
offer period are the same as during the initial offer period with
two exceptions: (1) Shares cannot be delivered by the guaranteed
delivery procedure, and (2) pursuant to Rule 14d-7(a) (2)
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), Shares tendered during the subsequent offer
period may not be withdrawn.
On July 26, 2010, Cascal announced
that it had filed with the Securities and Exchange Commission (SEC)
a Form 25 relating to the delisting of its common shares from the
New York Stock Exchange (NYSE). The last day of trading of its
common shares on the NYSE will be Wednesday,
August 4, 2010. On Thursday, August
5, 2010, the effective date of the delisting, the Company
plans to file a Form 15 to deregister its common shares under
Section 12 of the Exchange Act. The Company's SEC reporting
obligations will be suspended immediately upon the filing of the
Form 15. The Company expects that the deregistration of its common
shares would become effective 90 days after the date the Form 15 is
filed with the SEC.
The close of the Offer is not expected to have a material impact
on the earnings per share of Sembcorp for the current financial
year. Transaction costs will be incurred within the first year of
acquisition. The transaction is expected to be accretive to
earnings starting from the second year after the acquisition.
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 filed by Sembcorp Utilities with the SEC on
May 21, 2010, as amended and
supplemented from time to time. The solicitation of offers to buy
common shares of Cascal is only being made pursuant to the
Amendment and Supplement to Offer to Purchase dated June 30, 2010, which amends and supplements the
Offer to Purchase dated May 21, 2010,
the Amended and Restated Letter of Transmittal and related
documents. Cascal stockholders 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 SEC's website (www.sec.gov). 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:
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Ng Lay San (Ms)
Vice President
Group Corporate
Relations
DID: +65 6723 3150
Email:
ng.laysan@sembcorp.com
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Fock Siu Ling (Ms)
PR Counsel
Group Corporate
Relations
DID: +65 6723 3152
Email:
fock.siuling@sembcorp.com
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Lim Yuan See (Ms)
Associate Director,
Singapore
Kreab Gavin Anderson
DID: +65 6339 9110
Email:
ylim@kreabgavinanderson.com
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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 (0) 20 7074
1864
Email:
nbiasin@kreabgavinanderson.com
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ABOUT SEMBCORP INDUSTRIES
Sembcorp Industries is a leading energy, water and marine group
operating in 17 countries across six continents worldwide. With
facilities with over 5,200 megawatts of gross power capacity and
close to six million cubic metres of water per day in operation and
under development, Sembcorp is a trusted provider of essential
energy and water solutions to both industrial and municipal
customers. It is also a world leader in marine & offshore
engineering, as well as an established environmental services
provider and developer of integrated townships and industrial
parks.
The Group has total assets of over S$9
billion and employs over 9,000 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 close
to six million cubic metres 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, demineralised 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 minimise 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 demineralised 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
Copyright g. 1 PR Newswire