Cascal N.V. Files in Dutch Court
By Cascal N.v., PRNEWednesday, June 2, 2010
Applies for Immediate Relief to Protect Interest of Minority Shareholders
LONDON, June 3, 2010 - Cascal N.V. (NYSE: HOO) (The Company) announced that it filed an
application with the Court of Appeals Amsterdam Enterprise Chamber (the
"Court") on June 2, 2010 requesting that the Court grant preliminary relief
in order to protect the interest of its minority shareholders. The Court has
scheduled a hearing at 9:00 AM New York City time on June 10, 2010, ahead of
the expiration of the Sembcorp Tender Offer (the "Offer"), which currently
expires at 11:00 AM New York City time on June 21, 2010.
Cascal has serious objections to the Offer, including: the manner in
which the Offer was prepared, the below market value assigned to Cascal
shares and the Offer structure. The Company also objects to the unconditional
and irrevocable terms Biwater accepted by agreeing to tender its Cascal
shares to Sembcorp. As Cascal outlined in its filing with the Court, each of
these items conflicts with fundamental principles set forth under Dutch
corporate law and conflicts with the interests and fundamental obligations
towards Cascal and Cascal's minority shareholders.
Cascal has asked the Court to protect the rights of its minority
shareholders by, among other things: appointing a special trustee to
temporarily oversee Biwater's holdings in Cascal, or alternatively,
suspending Biwater's right to vote its shares or to tender its shares to
Sembcorp. The Company has asked the Court to maintain these provisions until
such time that Sembcorp has committed itself to guaranteeing a sufficient
number of independent members on Cascal's Board that have adequate approval
and veto rights on resolutions affecting the interests of Cascal's minority
shareholders. The Company has also asked that Sembcorp refrain from
cancelling Cascal's New York Stock Exchange (NYSE) listing and/or cancelling
Cascal's share registration with the Securities and Exchange Commission
(SEC). Additionally, Cascal petitioned the Court to suspend the Cascal
directors that are also affiliated with Biwater.
The Board of Directors has indicated that it is pursuing a number of
additional initiatives to protect the interests of stockholders against
Sembcorp's inadequate and coercive offer.
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
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, JGOLDBERGER@KCSA.COM.
Learn more at www.cascal.co.uk.
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
Investor Contacts, KCSA Strategic Communications, Jeffrey Goldberger, +1-212-896-1249, jgoldberger at kcsa.com, or Marybeth Csaby, +1-212-896-1236, mcsaby at kcsa.com; or Media Contact, KCSA Strategic Communications, Lewis Goldberg, +1-212-896-1216, lgoldberg at kcsa.com
Tags: Cascal N.V., June 3, London, United Kingdom