EnergySolutions Amends Energy Capital Partners Merger Agreement
ECP's 'Best and Final' Agreement Approved by EnergySolutions Board of
Directors; Increased Offer Price From $3.75 to $4.15 per Share
SALT LAKE CITY, UT -- (Marketwired) -- 04/05/13 -- EnergySolutions,
Inc. (NYSE: ES), a leader in nuclear commercial services, today
announced that it has signed an amendment to its definitive
acquisition agreement with a subsidiary of Energy Capital Partners
II, LLC ("Energy Capital" or "ECP"). Under the terms of the amended
agreement, EnergySolutions' shareholders will now receive $4.15 in
cash for each share of common stock.
Carlson Capital, L.P., the largest beneficial institutional owner of
the Company's stock, who had previously voiced opposition to the
acquisition, has informed the Company that they intend to vote in
favor of the transaction based on the amended terms.
"We are extremely pleased to have reached this amended agreement with
Energy Capital," stated David Lockwood, CEO and President of
EnergySolutions. "We strongly believe that this offer provides
compelling value for our shareholders and will enables us to continue
to execute on our strategic plan by providing the investment capital
to de-lever our balance sheet and grow our business. We have been
able to visit with many of our larger shareholders and value their
support of this transaction."
"We have increased the purchase price principally to gain broader
support of shareholders for this transaction," said Tyler Reeder, a
Partner at ECP. "The increased offer reflects our dedication to
EnergySolutions and the important work that they do." ECP also stated
that the enhanced merger consideration constitutes a "best and final"
The ECP acquisition of EnergySolutions is subject to remaining
closing conditions, including regulatory approvals by the Nuclear
Regulatory Commission and the State of Utah as well as approval by
EnergySolutions' stockholders at the special stockholders meeting on
April 26, 2013.
EnergySolutions offers customers a full range of integrated services
and solutions, including nuclear operations, characterization,
decommissioning, decontamination, site closure, transportation,
nuclear materials management, processing, recycling, and disposition
of nuclear waste, and research and engineering services across the
nuclear fuel cycle.
Energy Capital Partners is a private equity firm with offices in
Short Hills, New Jersey and San Diego, California. Energy Capital
Partners has over $8 billion of capital commitments under management
and is focused on investing in the power generation, electric
transmission, midstream gas, renewable energy, oil field services and
environmental services sectors of North America's energy
infrastructure. The fund's management has substantial experience
leading successful energy companies and energy infrastructure
investments. For more information, visit www.ecpartners.com.
This communication, and all statements made regarding the subject
matter of this communication, contain statements that constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements are based on the current expectations and
beliefs of EnergySolutions and are subject to a number of risks,
uncertainties and assumptions that could cause actual results to
differ materially from those described in the forward-looking
statements. Any statements that are not statements of historical fact
(such as statements containing the words "believes," "plans,"
"anticipates," "expects," "estimates" and similar expressions) should
be considered forward-looking statements. Among others, the following
risks, uncertainties and other factors could cause actual results to
differ from those set forth in the forward-looking statements: (i)
the risk that the proposed acquisition may not be consummated in a
timely manner, if at all; (ii) the risk that the definitive merger
agreement may be terminated in circumstances that require
EnergySolutions to pay Energy Capital Partners a termination fee,
including the inability to complete the merger due to the failure to
obtain stockholder approval for the merger or the failure to satisfy
other conditions to completion of the merger; (iii) risks related to
the diversion of management's attention from EnergySolutions' ongoing
business operations; (iv) risks regarding the failure of Energy
Capital Partners to obtain the necessary financing to complete the
merger; (v) the effect of the announcement of the acquisition on
EnergySolutions' business relationships (including, without
limitation, partners and customers), operating results and business
generally, as well as the potential difficulties in employee
retention as a result of the merger; (vi) risks related to obtaining
the requisite consents to the acquisition, including, without
limitation, the timing (including possible delays) and receipt of
regulatory approvals from various governmental entities (including
any conditions, limitations or restrictions placed on these
approvals) and the risk that one or more governmental entities may
deny approval; (vii) risks related to the outcome of any legal
proceedings that have been, or will be, instituted against the
Company related to the merger agreement; and (viii) risks related to
the effects of local and national economic, credit and capital market
conditions on the economy in general. Additional risk factors that
may affect future results are contained in EnergySolutions' filings
with the Securities and Exchange Commission, which are available at
the SEC's website http://www.sec.gov. Because forward-looking
statements involve risks and uncertainties, actual results and events
may differ materially from results and events currently expected by
EnergySolutions. EnergySolutions expressly disclaims any obligation
or undertaking to update or revise any forward-looking statements
contained herein to reflect any change of expectations with regard
thereto or to reflect any change in events, conditions or
Additional Information About the Acquisition and Where to Find it
In connection with the proposed acquisition, EnergySolutions has
filed relevant materials with the SEC, including a proxy statement.
Investors and security holders of EnergySolutions are urged to read
these documents and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents, because
they will contain important information about EnergySolutions, the
proposed acquisition and the parties to the proposed transaction.
Investors and security holders may obtain these documents (and any
other documents filed by EnergySolutions and Energy Capital Partners
with the SEC) free of charge at the SEC's website at
http://www.sec.gov. In addition, the documents filed with the SEC by
EnergySolutions may be obtained free of charge by directing such
request to: EnergySolutions Investor Relations at 1-801-649-2000 or
from the investor relations website portion of EnergySolutions'
website at http://www.ir.energysolutions.com. Investors and security
holders are urged to read the proxy statement and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed merger.
EnergySolutions and its directors and executive officers may be
deemed to be par
ticipants in the solicitation of proxies from
EnergySolutions' stockholders in respect of the proposed acquisition.
Information regarding EnergySolutions' directors and executive
officers is contained in EnergySolutions' Annual Report on Form 10-K
for the year ended December 31, 2012, its proxy statement for its
2012 Annual Meeting of Stockholders, dated May 23, 2012, and
subsequent filings which EnergySolutions has made with the SEC.
Stockholders may obtain additional information about the directors
and executive officers of EnergySolutions and their respective
interests with respect to the proposed acquisition by security
holdings or otherwise, which may be different than those of
EnergySolutions' stockholders generally, by reading the definitive
proxy statement and other relevant documents regarding the proposed
acquisition, when filed with the SEC. Each of these documents is, or
will be, available as described above.
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