Newalta and Tervita to merge, create energy-focused environmental solutions firm
They aim to create a leading publicly traded energy-focused environmental solutions provider in Canada providing waste processing, treating, recycling and disposal services to customers in the oil and gas, mining and industrial sectors.
The transaction, which will result in the merger of Newalta and Tervita under the name Tervita Corporation (New Tervita), is expected to provide significant scale, resources and future growth opportunities.
Newalta shareholders will be entitled to receive: 0.1467 of one common share of New Tervita for each common share of Newalta; and 0.0307 of one warrant to purchase one New Tervita Share for each Newalta Share.
Each New Tervita Warrant will be exercisable for a period of two years from the closing of the Arrangement at a price of $2.75 per equivalent Newalta Share.
Holders of Tervita common shares and Tervita preferred shares will receive one New Tervita Share for each Tervita Share held.
Upon completion of the Arrangement, Newalta shareholders will own approximately 11% of the New Tervita Shares to be outstanding (or approximately 13% of the New Tervita Shares if all of the New Tervita Warrants are exercised).
The Arrangement is intended to be tax-deferred for Canadian tax purposes for shareholders of both entities and to qualify as a tax-free (or tax-deferred) reorganization for U.S. shareholders. ■