Primary Energy Recycling Corporation, headquartered in Oak Brook, Illinois, is a clean energy company that generates revenue from capturing and recycling recoverable heat and byproduct fuels from industrial processes.
This price represents a premium of approximately 29% to the closing price of the shares on October 17, 2014.
The transaction will be financed through a US$215 million senior credit facility arranged by Investec USA Holdings Corp., with the balance through equity commitments from Fortistar and its partners, including John Hancock Life Insurance Company (U.S.A.) and Prudential Capital Group.
Following completion of the transaction, the company will be de-listed from the stock exchange.
The decision of the Primary Energy's Board of Directors to recommend the offer has been unanimous. The transaction is also subject to approval by the Supreme Court of British Columbia, as well as certain customary closing conditions.
Moelis & Company LLC is acting as financial advisor to the Board of Directors of the Company and Torys LLP is acting as legal counsel to the Primary Energy Recycling Corporation.
Credit Suisse is acting as financial advisor to Fortistar, and Shearman & Sterling LLP and Stikeman Elliott LLP are acting as legal counsel to Fortistar.
Speaking on behalf of the Board of Directors, Chairman Robert A. Peiser said:
"Through a broad and thorough process, the Company and its financial advisor, Moelis & Company LLC, contacted a large number of potential purchasers and reviewed a number of other alternatives to enhance shareholder value. This transaction with Fortistar, which is the culmination of this extensive review of strategic alternatives, provides clear and compelling value to our shareholders, while providing the same level of service that is now offered to our customers. On behalf of the Board, I would like to take this opportunity to thank our shareholders and customers for their support throughout the years."
Mark Comora, President of Fortistar, said:
"We believe energy recycling is an important component of providing affordable, reliable and renewable energy to industrial America in general, and the steel industry in particular. We look forward to working with the existing management team, led by John Prunkl, to continue to deliver excellent service to the Company's host steel mills. I would like to thank our equity partners and lenders for their continued support."