Cascal N.V.'s Board Rejects Inadequate and Coercive Sembcorp Offer; Advises Shareholders To Take No ActionBy Cascal N.v., PRNE
Sunday, April 25, 2010
LONDON, April 26, 2010 - Cascal N.V. (NYSE: HOO) — The Board of Directors of Cascal today
rejected as inadequate and coercive a proposed acquisition of Cascal by
Sembcorp Industries Ltd. through its wholly owned subsidiary, Sembcorp
Utilities Pte Ltd ("Sembcorp"). Sembcorp today announced that it intended to
make an offer to acquire Cascal's outstanding common shares for US$6.75 per
share in cash, which consideration would be reduced to US$6.40 per share in
the event that Sembcorp is not able to acquire at least 80% or more of
Cascal's outstanding shares.
Cascal, through an independent committee of directors, recently rejected
a similar offer by Sembcorp.
"Cascal is not seeking to sell itself at this time. Sembcorp's announced
two-tiered and below market offer appears to be intended to force
shareholders to sell their securities at an inadequate price or risk both a
reduction in the consideration offered to them and a loss of access to a
liquid market for their securities," said Michael Wager, Chairman of the
Special Committee of the Board of Directors of Cascal. "Cascal intends to do
all things necessary to protect its shareholders from Sembcorp's inadequate
and unsolicited offer."
The proposed offer was made in connection with a privately-negotiated
transaction between the Sembcorp and Biwater Investments Limited ("Biwater").
Cascal understands that Sembcorp has entered into an agreement with Biwater
to acquire Biwater's 17,868,543 shares in Cascal.
The offer was not solicited by Cascal. Cascal's common shares closed at
US$7.61 per share on Friday, April 23, 2010.
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.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION LEGEND:
SECURITY HOLDERS SHOULD READ CASCAL N.V.'S SOLICITATION/RECOMMENDATION
STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS MAY OBTAIN THE RECOMMENDATION AND OTHER FILED DOCUMENTS FREE OF
CHARGE AT THE COMMISSION'S WEB SITE (www.sec.gov) AS WELL AS DIRECTLY
FROM CASCAL N.V. BY CONTACTING JEFFREY GOLDBERGER, KCSA STRATEGIC
COMMUNICATIONS, 880 THIRD AVENUE, NEW YORK, NEW YORK 10022, +1-212-896-1249,
Learn more at www.cascal.co.uk
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements 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.
KCSA Strategic Communications Jeffrey Goldberger / Marybeth Csaby +1-212-896-1249 / +1-212-896-1236 firstname.lastname@example.org / email@example.com
Jeffrey Goldberger, +1-212-896-1249, jgoldberger at kcsa.com; or Marybeth Csaby, +1-212-896-1236, mcsaby at kcsa.com, both of KCSA Strategic Communications
Tags: April 26, Cascal N.V., London, United Kingdom