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GLV Announces that 80.5% of the Voting Shares of Christ Water Technology AG Have Been Tendered Into its Voluntary Takeover Bid
Montreal, November 17 (ots/PRNewswire) -
- The Transaction Will Close by the end of November
Management of GLV Inc. ("GLV" or the "Company"; ticker symbols GLV.A, GLV.B / TSX) is pleased to announce that as of 4:00 p.m. (Vienna time) today, 80.5% of the voting shares of Christ Water Technology AG ("CWT") were tendered by CWT shareholders into the voluntary takeover bid (the "Offer") launched by Eimco Water Technologies GmbH, an indirect subsidiary of GLV on October 13, 2009, thereby exceeding the minimum acceptance threshold of 75% of the voting shares required pursuant to the Offer. Consequently the transaction will progress as planned, and is scheduled to close on or about November 27. GLV's purchase of the shares tendered as of November 17 represents a cash consideration of $85 M (at the current Euro/Canadian dollar exchange rate). CWT shareholders who have not yet tendered their shares have another three months to do so for a cash consideration of EUR3.35 per CWT share, pursuant to the same terms as set forth in the Offer.
GLV aims to acquire 100% of CWT's shares at a price of EUR3.35 per CWT share for an additional cash consideration of approximately $20 M (at the current exchange rate). Upon closing, GLV will also assume an estimated net debt of $48 M (net of the estimated cash position of CWT on the closing date at the current exchange rate).
The process of combining CWT with GLV's Water Treatment Group (Eimco Water Technologies, or "EWT") will commence early in December 2009. GLV's management estimates that restructuring costs of between $20 M and $30 M will be incurred in the following 24-month period to combine the two organizations and bring CWT's profitability and operating efficiency in line with GLV's current internal working guidelines. Based on CWT's current order backlog and market potential, as well as the current exchange rates between the various currencies used, management estimates that the process of combining CWT with EWT will provide GLV with additional revenues of approximately $275 M during the first full fiscal year following the transaction, being the 12-month period ending March 31, 2011. Management expects the transaction to have a positive impact on GLV's earnings per share as of fiscal 2011.
The EWT/CWT combination will result in a more complete, stronger value-added technological portfolio, a better balanced positioning between the industrial and municipal segments, increased presence in certain high-growth markets - such as thermal power generation, seawater desalination, petrochemicals, microelectronics and solar power industries - and a stronger international footprint, notably in Asia and Europe.
Pursuant to the provisions of the Austrian Takeover Act, shareholders who objected to the amendment of the Offer, i.e. the reduction of the acceptance threshold from 90% to 75%, have until the expiry of the acceptance deadline (November 17, 4:00 p.m. Vienna time) to withdraw any shares tendered into the Offer. While GLV is not aware of any shareholders who have so notified the Bidder, any withdrawals sent by post and postmarked on or before November 17 will be deemed valid.
Founded in 1939, CWT specializes in the design and fabrication of systems based on advanced technologies used for water purification and ultrapurification, wastewater treatment, recycling of process water, production of drinking water and desalination of seawater. Excluding its pharma and life science division which was sold to a third party at the end of September 2009, CWT currently employs approximately 900 people worldwide. The company's primary end markets are the microelectronics industry, desalination plants, power generation, the petrochemicals industry, the food and beverage processing industry and the municipal segment. During its last fiscal year ended December 31, 2008, CWT, which is present in some 30 countries, recorded 58% of its revenues in Europe, 30% in Asia and 12% in the rest of the world.
GLV - Press Release/p.2
About GLV Inc.
GLV is a leading global provider of technological solutions used in water treatment, recycling and purification, as well as in pulp and paper production. The Water Treatment Group (also known worldwide as "Eimco Water Technologies") specializes in the design and international marketing of solutions and high-performance, economical and eco-friendly processes for the treatment and recycling of municipal and industrial wastewater and water used in various industrial processes. It also offers water intake screening solutions for power stations, refineries and desalination plants. With its extensive technological portfolio, the group is positioned to provide comprehensive solutions for the filtration, clarification, treatment and purification of water that will either be returned into the environment, or be re-used in various industrial processes or for domestic purposes. The Pulp and Paper Group specializes in the design and global marketing of equipment and systems used in various stages of pulp and paper production, notably chemical pulping, pulp preparation and sheet formation and finishing. This group ranks among the foremost players in its industry and is a recognized leader in rebuilding, upgrading and optimization services for existing equipment, as well as the sale of spare parts. It also stands apart for the superior performance of several of its key products and technologies, notably in terms of energy savings. GLV is present in some 30 countries and, as of the date hereof, has approximately 1,500 employees.
Notice Regarding Forward-Looking Statements
Certain statements included in this press release may constitute, within the meaning of applicable securities legislation, forward-looking statements relating to the Company's future growth trends, operating results and performance. Forward-looking statements concern analyses and other information based on forecasted future results and the estimate of amounts that cannot yet be determined. These may be observations concerning, among others, strategies, expectations, objectives, projections, estimates, predictions, planned activities or future actions. Forward-looking statements are recognized by the use of terms such as "forecast", "project" "could", "plan", "aim", "estimate" and other similar terms, possibly used in the future or conditional, notably in regard to certain assumptions.
GLV's management would like to point out that forward-looking statements involve a number of risks and uncertainties such that the Company's actual and future results could differ materially from the conclusions, assumptions or projections reflected in these forward-looking statements. Factors of uncertainty and risk that might result in such material differences include trends in the demand for the Company's products and services and cost of its raw materials, fluctuations in the value of various currencies, tightening of credit markets, pressures exerted on prices by the competition and general changes in economic conditions. The Company cautions readers that the foregoing list of risk factors is not exhaustive. Although the Company believes these assumptions to be reasonable and appropriate based on the information in its possession, there can be no assurance as to the materialization of the results, performance or achievements as expressed in or underlying the forward-looking statements. In addition, unless otherwise indicated, the forward-looking statements included in this press release were set forth at the date hereof, and unless required to do so pursuant to applicable securities legislation, management assumes no obligation as to the updating or revision of the forward-looking statements as a result of new information, future events or other changes.
Further information about the risk factors to which is exposed GLV is provided in the "Risk Management" section of the Management's Report for the fiscal year ended March 31, 2009, available on the websites of SEDAR (http://www.sedar.com) and the Company (http://www.glv.com).
Marc Barbeau, CA
Executive Vice-President and Chief Financial Officer
ots Originaltext: GLV Inc.
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For information: Marc Barbeau, CA, Executive Vice-President and Chief
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