Advanced Emissions Solutions, Inc. (NASDAQ: ADES) (the “Company” or
“ADES”), a leader in emissions control solutions for coal-fired
power generation industrial and municipal water purification
markets, today announced that a registration statement on Form S-4
(the “Registration Statement”) has been filed with the U.S.
Securities and Exchange Commission (“SEC”) by Elbert Holdings, Inc.
(“New ADES”), a wholly owned subsidiary of ADES, which contains a
preliminary proxy statement/prospectus in connection with ADES’
previously announced proposed business combination with Arq Limited
(“Arq” and the business combination and related transactions, the
“Transactions”). The Registration Statement, which can be found
here, provides important information about ADES, New ADES, Arq and
the proposed Transactions, but the Registration Statement has not
yet become effective and the information contained therein is
subject to change.
On August 19, 2022, ADES entered into a
Transaction Agreement with Arq with respect to the proposed
Transactions. The closing of the Transactions is subject to the
Registration Statement being declared effective by the SEC,
approval of the Transactions by ADES’ shareholders, court approval
of the Scheme arrangement of Arq shareholders and other customary
closing conditions. Following the closing of the Transactions, New
ADES is expected to be renamed to Advanced Emissions Solutions,
Inc. and its common stock will trade on the Nasdaq under the symbol
“ADES”.
About Arq Limited
Arq is a privately owned, environmental
technology company founded in 2015 that has developed a novel
process for producing specialty carbon products from coal mining
waste. Arq has the technology and large-scale manufacturing
facilities to produce a micro-fine hydrocarbon powder, Arq powder™,
that can be used as a feedstock to produce activated carbon. Arq
powder™ can also be used as a blending additive for both the Carbon
Black and Asphalt markets. When blended with residual fuel oil for
marine transportation or utility fuels for energy generation, Arq
powder™ provides both a lower cost and an improved environmental
footprint. Arq’s products are patent protected with a family of
over 70 patents and applications.
About Advanced Emissions Solutions, Inc.
Advanced Emissions Solutions, Inc. serves as the holding entity
for a family of companies that provide emissions solutions to
customers in the power generation and other industries.
ADA brings together ADA Carbon Solutions, LLC, a leading
provider of powder activated carbon ("PAC") and ADA-ES, Inc., the
providers of ADA® M-Prove™ Technology. We provide products and
services to control mercury and other contaminants at coal-fired
power generators and other industrial companies. Our broad suite of
complementary products control contaminants and help our customers
meet their compliance objectives consistently and reliably.
CarbPure Technologies LLC, (“CarbPure”), formed in 2015,
provides high-quality PAC and GAC ideally suited for treatment
of potable water and wastewater. Our affiliate company, ADA Carbon
Solutions, LLC manufactures the products for CarbPure.
Forward-Looking StatementsThis press release
contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, which provides a “safe
harbor” for such statements in certain circumstances. When used in
this press release, the words “can,” “will,” “intends,” “expects,”
“believes,” similar expressions and any other statements that are
not historical facts are intended to identify those assertions as
forward-looking statements. All statements that address activities,
events or developments that ADES intends, expects or believes may
occur in the future are forward-looking statements. These
forward-looking statements may relate to such matters as business
strategy, goals and expectations concerning the Transactions
(including the anticipated timing of consummation of the
Transactions, future operations, future performance or results).
These forward-looking statements involve risks and uncertainties.
Actual events or results could differ materially from those
discussed in the forward-looking statements as a result of various
factors including, but not limited to: uncertainties as to the
timing of the consummation of the Transactions; the risk that the
Transactions may not be completed in a timely manner or at all; the
possibility that any or all of the various conditions to the
consummation of the Transactions may not be satisfied or waived;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the transaction agreement;
the effect of the announcement of the Transactions on ADES’ ability
to hire key personnel, its ability to maintain relationships with
customers, suppliers and others with whom it does business, or its
results of operations and business generally; risks related to
diverting management’s attention from ADES’ ongoing business
operations; the ability to meet Nasdaq’s listing standards
following the consummation of the Transactions; costs related to
the proposed Transactions; opportunities for additional sales of
our lignite activated carbon products and end-market
diversification; ADES’ ability to meet customer supply
requirements; the rate of coal-fired power generation in the United
States; timing of new and pending regulations and any legal
challenges to or extensions of compliance dates of them, the U.S.
government’s failure to promulgate regulations that benefit our
business; changes in laws and regulations; Internal Revenue Service
interpretations or guidance, accounting rules, any pending court
decisions, prices, economic conditions and market demand; impact of
competition; availability, cost of and demand for alternative
energy sources and other technologies; technical, start up and
operational difficulties; competition within the industries in
which ADES operates; loss of key personnel; ongoing effects of the
COVID-19 pandemic and associated economic downturn on operations
and prospects; as well as other factors relating to our business,
as described in ADES’ filings with the SEC, with particular
emphasis on the risk factor disclosures contained in those filings.
You are cautioned not to place undue reliance on the
forward-looking statements and to consult filings ADES and New ADES
have made and will make with the SEC for additional discussion
concerning risks and uncertainties that may apply to the business
and the ownership of ADES and New ADES securities. The
forward-looking statements speak only as to the date of this press
release, and ADES does not undertake any obligation to update its
forward-looking statements to reflect events or circumstances that
may arise after the date of this press release.
This press release does not contain all the
information that should be considered concerning the proposed
transactions to be voted upon at the special meeting of
shareholders and is not intended to provide the basis for any
investment decision or any other decision in respect of the
transaction. Shareholders are advised to read any proxy statement
prepared in connection with the transaction.
Additional Information
This press release relates to a proposed business combination
between ADES and Arq. In connection with the proposed Transactions,
New ADES filed a Registration Statement on Form S-4 with the SEC,
which includes a preliminary proxy statement/prospectus, that will
be both the proxy statement to be distributed to ADES’ shareholders
in connection with its solicitation of proxies for the vote by
ADES’ shareholders with respect to the business combination and
other matters as may be described in the Registration Statement, as
well as the preliminary prospectus relating to the offer and sale
of the securities by New ADES to be issued to the shareholders of
ADES in the Transactions. After the Registration Statement is
declared effective, ADES will mail a definitive proxy
statement/prospectus and other relevant documents to its
shareholders. This press release does not contain all the
information that should be considered concerning the proposed
Transactions and is not intended to form the basis of any
investment decision or any other decision in respect of the
Transactions. ADES’ shareholders and other interested persons are
advised to read the preliminary proxy statement/prospectus included
in the Registration Statement and the amendments thereto and the
definitive proxy statement/prospectus and other documents that will
be filed in connection with the proposed Transactions, as these
materials contain and will contain important information about
ADES, New ADES, Arq and the proposed Transactions.
When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed Transactions will be
mailed to shareholders of ADES as of a record date to be
established for voting on the proposed Transactions. The documents
relating to the proposed Transactions (when they are available) can
be obtained free of charge from the SEC’s website at www.sec.gov.
These documents (when they are available) can also be obtained free
of charge by contacting us at 8051 E Maplewood Ave, Ste 210,
Greenwood Village, CO 80111, Attn: General Counsel.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Participants in the
Solicitation
This communication is not a solicitation of a proxy from any
security holder. ADES and its directors, executive officers, other
members of management and employees may be deemed to be
participants in the solicitation of proxies from ADES’ shareholders
in connection with the proposed Transactions. Information regarding
the names and interests in the proposed Transaction of ADES’
directors and officers is contained ADES’ and New ADES’ filings
with the SEC. Additional information regarding the interests of
potential participants in the solicitation process is included in
the Registration Statement and other relevant documents when they
are filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Source: Advanced Emissions Solutions, Inc.
Investor Contact:
Alpha IR GroupRyan Coleman or Chris
Hodges312-445-2870ADES@alpha-ir.com
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