MEDIA RELEASE PR39795
Cascal Files Schedule 14D-9 in Response to Unsolicited Sembcorp Tender Offer to
Purchase All Shares of Cascal N.V.
LONDON, June 2 /PRNewswire-AsiaNet/ --
The Board of Directors Unanimously Recommends that Stockholders (other
than Biwater) Reject the Offer and NOT Tender Their Shares into the Offer
Highlights of 14D-9 Filing:
-- Offer undervalues the shares based on the Company's historical
financial performance and future operational and strategic opportunities
-- Board of Directors believes that Biwater agreed to sell the Biwater
stake as a result of Biwater's significant financial distress due to pressure
exerted by its principal lender, HSBC, which also acted as its financial
advisor in negotiating the sale to Sembcorp
-- The Board of Directors' commitment to exploring strategic alternatives
to maximize stockholder value of the Shares for the benefit of stockholders,
including seeking a superior alternative to the Offer, which may include a
business combination of the Company with third parties or other strategic or
financial alternatives that could deliver higher stockholder value than the
Offer
Cascal N.V. (NYSE: HOO) (the Company) announced today that that it has
filed a Schedule 14D-9 Solicitation/Recommendation Statement with the
Securities and Exchange Commission (the "SEC"), in response to an unsolicited
tender offer (the "Offer") by Sembcorp Utilities PTE Ltd and Sembcorp
Industries ("Sembcorp"), to purchase all shares of Cascal N.V. at a purchase
price of $6.75 (or $6.40 , if certain conditions of the Offer are not
met) net per share in cash, without interest, upon the terms and conditions
set forth in the Offer to Purchase dated May 21, 2010 ("Offer to Purchase")
and in the related Letter of Transmittal (which, together with the Offer to
Purchase and any amendments or supplements thereto, collectively constitute
the "Offer") contained in the Schedule TO filed by Sembcorp (the "Schedule
TO") with the SEC on May 21, 2010.
At a meeting held on May 30, 2010, following a discussion among the
independent members of the Board of Directors and advice from its financial,
strategic and legal advisors, the Board of Directors, by unanimous vote (with
Directors D. Lawrence Magor and Adrian White recusing themselves due to
Biwater's interest in the Offer), determined that the Offer was inadequate to
the holders of shares other than Biwater and not in the best interests of the
Company's stockholders. It is the Board's belief that the Offer undervalues
the Shares based on the Company's historical financial performance and future
opportunities.
The Board of Directors recommends that stockholders reject the offer and
not tender their shares into the Offer. The Board further recommends that
stockholders that have tendered their shares into the Offer, withdraw their
shares. In addition, it recommends that if shares are held through a broker
or nominee, stockholders should instruct their broker to register the shares
in the name of the stockholder.
"Cascal's position on the Sembcorp tender offer remains unchanged -- that
it is inadequate and not in the best interest of stockholders. The offer
grossly undervalues the strength and consistency of Cascal's historical
operational and financial results and the fact that management has
successfully and consistently executed our plan to grow both organically and
through strategic acquisitions," said Michael Wager, spokesperson for Cascal.
"It should also be noted that we have reached out to Sembcorp on three
separate occasions in the last month to negotiate improved terms for
stockholders, only to have them refuse to come to the table. In light of
Sembcorp's actions, we are actively holding discussions and negotiating
strategic alternatives that we hope can result in a superior transaction for
stockholders of Cascal. "
In reaching the conclusion that the Offer is inadequate and not in the
best interests of Cascal's stockholders, and in making the recommendations
set forth above, the Board of Directors consulted with management of the
Company and the Company's financial, strategic and legal advisors and took
into account numerous factors, including, but not limited to, the following:
-- The Board of Directors belief that the Offer price is inadequate and
substantially undervalues the Company.
-- The Board of Directors belief that Biwater agreed to sell the Biwater
Stake as a result of the significant financial distress of Biwater and
BHL and as a direct result of pressure exerted by its principal lender,
HSBC, which also acted as its financial advisor in negotiating the sale
to Sembcorp.
-- The fact that by insisting on Biwater's commitment to tender and not
withdraw the Biwater Stake pursuant to the Tender Offer and Stockholder
Support Agreement, Sembcorp has attempted to prevent other potential
bidders from proposing a superior transaction.
-- The fact that by announcing that Sembcorp intends to delist and
deregister the Shares, Sembcorp is attempting to force the Company's
stockholders to make the unfair choice between tendering into a
two-tiered, undervalued tender offer or holding their Shares in the
face of Sembcorp's announced intention to seek delisting and
deregistration, thereby eliminating both a future market for the Shares
and information to be filed with the SEC.
-- The Board of Directors' commitment to exploring strategic alternatives
to maximize stockholder value of the Shares for the benefit of
stockholders, including seeking a superior alternative to the Offer,
which may include a business combination of the Company with third
parties or other strategic or financial alternatives that could deliver
higher stockholder value than the Offer. The Company has received
indications of interest from third parties with respect to possible
business combination transactions involving the Company since the Offer
was commenced at higher consideration per Share to stockholders.
-- The fact that the Offer, if successful, could preclude Cascal from
consummating an alternative transaction that could provide superior
value to the Company's stockholders. In order to afford the Company an
opportunity to explore strategic alternatives, the Board of Directors
has considered and may implement a number of defensive actions against
the Offer.
-- On May 30, 2010, Janney Montgomery Scott LLC ("Janney"), the Company's
financial advisor, rendered an oral opinion to the Board of Directors,
which was subsequently confirmed in writing, to the effect that, as of
that date and subject to certain assumptions and qualifications, the
Offer consideration of $6.75 (or $6.40) per Share in cash was
inadequate from a financial point of view to the stockholders of the
Company (specifically excluding Biwater, as to which no view was
expressed).
The Company's 14D-9 filing is available on the SEC's website,
other information related to its dispute with Sembcorp can be accessed from
the section titled "Sembcorp Hostile Bid," the navigation atop the Company's
Janney Montgomery Scott LLC is serving as financial advisors, and Squire,
Sanders & Dempsey LLP and Stibbe N.V. are serving as legal counsel to Cascal
and its Board of Directors.
About Cascal N.V.
Cascal provides water and wastewater services to its customers in eight
countries: the United Kingdom, South Africa, Indonesia, China, Chile, Panama,
Antigua and The Philippines. Cascal's customers are predominantly homes and
businesses representing a total population of approximately 4.7 million.
SECURITY HOLDERS SHOULD READ CASCAL N.V.'S SOLICITATION/RECOMMENDATION
STATEMENT BECAUSE IT CONTAINs IMPORTANT INFORMATION. INVESTORS MAY OBTAIN THE
RECOMMENDATION AND OTHER FILED DOCUMENTS FREE OF CHARGE AT THE COMMISSION'S
CONTACTING JEFFREY GOLDBERGER, KCSA STRATEGIC COMMUNICATIONS, 880 THIRD
AVENUE, NEW YORK, NEW YORK 10022, +1 212.896.1249, JGOLDBERGER@KCSA.COM.
Forward-looking statements
This release contains forward-looking statements that are not guarantees
of future performance. There are important factors, many of which are outside
of our control, that could cause actual results to differ materially from
those expressed or implied by such forward-looking statements including:
general economic business conditions, unfavorable weather conditions, housing
and population growth trends, changes in energy prices and taxes,
fluctuations with currency exchange rates, changes in regulations or
regulatory treatment, changes in environmental compliance and water quality
requirements, availability and the cost of capital, the success of growth
initiatives, acquisitions and our ability to successfully integrate acquired
companies and other factors discussed in our filings with the Securities and
Exchange Commission, including under Risk Factors in our Form 20-F for the
fiscal year ended March 31, 2009, filed with the SEC on July 1, 2009. We do
not undertake and have no obligation to publicly update or revise any
forward-looking statement.
Investor Contacts: Media Contact:
KCSA Strategic Communications KCSA Strategic Communications
Jeffrey Goldberger / Marybeth Csaby Lewis Goldberg
+1 212.896.1249 / +1 212.896.1236 +1 212.896.1216
jgoldberger@kcsa.com /
mcsaby@kcsa.com lgoldberg@kcsa.com
SOURCE: Cascal N.V.
CONTACT: Investor Contacts,
KCSA Strategic Communications,
Jeffrey Goldberger,
+1 212-896-1249,
jgoldberger@kcsa.com
or Marybeth Csaby,
+1-212-896-1236,
mcsaby@kcsa.com,
or Media Contact,
Lewis Goldberg,
KCSA Strategic Communications,
+1 212-896-1216,
lgoldberg@kcsa.com
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