CALGARY, June 26, 2018 /CNW/ - Newalta Corporation
("Newalta") (TSX: NAL) and Tervita Corporation
("Tervita"), a private Alberta-based energy-focused waste and
environmental services company, are pleased to announce that today
they received the approval of the Court of Queen's Bench of
Alberta for the previously
announced plan of arrangement (the "Arrangement") under the
Business Corporations Act (Alberta) pursuant to which, among other
things, Newalta and Tervita will amalgamate to form a new
corporation called Tervita Corporation, creating a leading
energy-focused waste and environmental services company in
Canada. At the Newalta annual and
special meeting of securityholders held on April 30, 2018, the Arrangement was approved by
99.83% of the votes cast by Newalta securityholders who voted on
the Arrangement. At the Tervita annual and special meeting of
shareholders held on April 30, 2018
(the "Tervita Meeting"), the Arrangement was approved by
100% of the votes cast by Tervita shareholders who voted on the
Arrangement. In addition, at the Tervita Meeting, Tervita's
security-based compensation plans were approved by 100% of the
votes cast by Tervita shareholders who voted on such plans.
Closing of the Arrangement remains subject to closing conditions
customary in transactions of this nature, including approval under
the Competition Act (Canada). Newalta and Tervita are
diligently working together toward completion of the approval under
the Competition Act (Canada) and the Arrangement is expected to
occur in the third quarter of 2018.
About Newalta
Newalta is a leading provider of innovative engineered
environmental solutions that enable customers to reduce disposal,
enhance recycling and recover valuable resources from oil and gas
exploration and production waste streams. We simplify the critical
challenges of sustainable environmental practices through the use
of advanced processing capabilities deployed through a
differentiated business model. We serve customers onsite directly
at their operations and through a network of locations throughout
North America. Our proven
processes and excellent record of safety make us the first-choice
provider of sustainability-enhancing services for oil and gas
customers. With a highly skilled team of people, more than a
two-decade track record of innovation and a commitment to
commercializing new solutions, Newalta is positioned for sustained
future growth and improvement. We are Sustainability
Simplified™. Newalta trades on the TSX as NAL. For more
information, visit www.newalta.com.
About Tervita
Tervita is a leading environmental solutions provider. Our
integrated earth, water, waste and resource solutions deliver safe
and efficient results through all phases of a project by minimizing
impact, maximizing returns™. Our dedicated employees are trusted
sustainability partners to oil and gas, construction, mining,
government and communities. Safety is our highest priority –
it influences our actions and shapes our culture. For more
information visit www.tervita.com.
Advisories
Forward-Looking Information
Certain statements contained in this news release constitute
"forward-looking information" as defined under applicable
securities laws. When used in this document, the words "may",
"would", "could", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect", "potential", "strategy", "target"
and similar expressions, as they relate to Newalta and Tervita or
their respective management, are intended to identify
forward-looking information. In particular, forward-looking
information included in this news release includes information with
respect to matters related to the satisfaction of conditions to
completion of the Arrangement and implementation thereof, including
the anticipated timing of closing of the Arrangement, and the
anticipated receipt of regulatory approvals in respect of the
Arrangement or expiry of applicable waiting periods, including
under the Competition Act (Canada).
Such forward-looking information reflects the current views of
Newalta and Tervita with respect to future events and are based on
certain key expectations and assumptions made by Newalta and
Tervita. Completion of the Arrangement is subject to a number of
conditions which are typical for transactions of this nature.
Assumptions have been made with respect to the satisfaction of all
conditions precedent under the Arrangement. Although Newalta and
Tervita believe that the expectations and assumptions on which such
forward-looking information is based are reasonable, undue reliance
should not be placed on the forward-looking information as neither
Newalta nor Tervita can give any assurance that they will prove to
be correct. Since forward-looking information addresses future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks in respect of the Arrangement. These include, but are not
limited to: the failure to satisfy any of the conditions to
completion of the Arrangement; the failure to obtain all regulatory
approvals, including, without limitation, the approval under the
Competition Act (Canada);
the failure to realize anticipated benefits and other synergies;
risks regarding the integration of Newalta and Tervita; and the
incorrect assessment of the value of Tervita and/or Newalta. In
addition, general factors and risks include, but are not limited
to: the strength of the oil and gas industry; general market
conditions; fluctuations in commodity prices for oil and the prices
Newalta and Tervita receive for their recovered oil; fluctuations
in interest rates and exchange rates; financial covenants in debt
agreements; the effectiveness of Newalta's and Tervita's cash flow
management activities and cost rationalization initiatives;
Newalta's and Tervita's ability to secure alternative financing, if
needed, at all or on terms acceptable to Newalta or Tervita, as
applicable, and consistent with their respective capital structure
objectives; the competitive environment of Newalta's and Tervita's
industry in Canada and
the United States; timing and term
of contracts for Newalta's and Tervita's services; risk of pending
and future legal proceedings; and such other risks or factors
described from time to time in reports Newalta files with
securities regulatory authorities.
Additional information on these and other factors that could
affect Newalta's operations or financial results are included in
reports on file with applicable securities regulatory authorities
and may be accessed through the SEDAR website (www.sedar.com).
By its nature, forward-looking information involves numerous
assumptions, known and unknown risks and uncertainties, both
general and specific, that contribute to the possibility that the
predictions, forecasts, projections and other forward-looking
information will not occur. Many other factors could also cause
actual results, performance or achievements to be materially
different from any future results, performance or achievements that
may be expressed or implied by such forward-looking information and
readers are cautioned that the foregoing list of factors is not
exhaustive. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
information prove incorrect, actual results may vary materially
from those described herein as intended, planned, anticipated,
believed, estimated or expected. Furthermore, the forward-looking
information contained in this news release is made as of the date
of this document and, in each case, is expressly qualified by this
cautionary statement. Unless otherwise required by law, neither
Newalta nor Tervita intend, or assume any obligation, to update any
such forward-looking information.
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SOURCE Newalta Corporation