Sludge Watch ==> Carlyle Group Acquires Synagro Technologies for $5.76 per share
Maureen Reilly
maureen.reilly at sympatico.ca
Mon Jan 29 14:41:38 EST 2007
The Carlyle Group Website is: http://www.carlyle.com/eng/index.html
THE CARLYLE GROUP TO ACQUIRE SYNAGRO TECHNOLOGIES FOR $5.76 PER SHARE
HOUSTON, TX and NEW YORK, NY - Synagro Technologies, Inc. (NASDAQ: SYGR,
"Synagro" or "the Company") and The Carlyle Group ("Carlyle") announced that
they have entered into a definitive merger agreement (the "Merger"). The
total
enterprise value of the transaction, including the assumption of debt, is
$772
million. Synagro recycles biosolids and other organic residuals in the
United
States and is the only national company focused exclusively on the estimated
$8
billion organic residuals industry, which includes water and wastewater
residuals. The transaction is expected to close in the second quarter of
2007.
Under the terms of the Merger, Carlyle will acquire all of the outstanding
shares of Synagro for $5.76 per share in cash, representing a 28.6% premium
based upon Synagro's closing share price on January 26, 2007. In addition,
the
Company plans to continue its current policy of paying dividends on its
common
stock through the closing of the Merger. The transaction has been approved
by
the Board of Directors of Synagro and Carlyle.
"I am excited about the opportunity that this merger presents for our
customers,
shareholders, employees and the communities we serve," said Robert Boucher,
President and Chief Executive Officer of the Company. "Carlyle is a dynamic
organization with an outstanding track record of long-term investment in
assets
in the United States and around the world. We are confident that our
partnership
with Carlyle will help ensure Synagro's continued success."
"Synagro is dedicated to providing the highest quality service to all of our
customers," continued Mr. Boucher. "Over the last several years, as we have
executed on our growth strategy as a public company, Synagro has reviewed a
broad range of strategic alternatives. This partnership with Carlyle gives
Synagro the best opportunity to maintain our role as a necessary service
provider, a key employer and a long-time community partner while delivering
a
highly attractive cash premium to our shareholders. This is the right
transaction at the right time with the right partner for Synagro."
Barry Gold, Managing Director of Carlyle and Co-head of the Infrastructure
Team,
said, "We are pleased to team with this well-established, solidly-run
company as
Carlyle's Infrastructure Team makes our first acquisition. Synagro is a
strong,
stable company in a market that has displayed consistent growth over time.
We
believe it is an excellent, long-term investment for our firm."
Robert Dove, Managing Director of Carlyle and Co head of the Infrastructure
Team, said, "We are confident that with Synagro's talented management team
and
experienced workforce, the Company will continue to enhance its financial
and
operating performance and build upon its competitive dominance in the
industry
in which it operates. We are firmly committed to making the capital
expenditures
necessary to ensure Synagro continues to grow its business and provide the
high
level of reliability and customer service for which it is known."
Commitment to Synagro Management and Employees
Upon completion of the transaction, Synagro Technologies' common stock will
cease to be publicly traded and the Company will be a wholly owned
subsidiary of
a Carlyle affiliate.
"A significant part of our attraction to Synagro is the high quality of its
existing management and employees," said Mr. Gold. "We look forward to those
same people continuing to play an essential role at Synagro, and to working
closely with Robert Boucher and the other members of the Synagro management
team
to continue driving the Company's success."
Transaction Terms
The Company's Board of Directors complimented the investment bank Lehman
Brothers, Inc. and its outside counsel Locke Liddell & Sapp for conducting a
comprehensive private auction over the past several months that resulted in
significant value for the Company's stockholders. Under the terms of the
merger
agreement, Synatech Holdings, Inc., a Delaware corporation owned by Carlyle,
will acquire all of the outstanding common shares of Synagro for $5.76 per
share
in cash. The transaction has a total equity market value of approximately
$462
million.
The offer represents a premium of 28.6% based upon Synagro's closing share
price
on January 26, 2007 and a premium of 30.1% over Synagro's average 30-day
closing
price ending January 26, 2007.
The total enterprise value of the transaction is approximately $772 million,
including the assumption of $310 million in debt.
Approvals and Timing
The transaction is subject to customary closing conditions, including the
approval of Synagro's stockholders.
Lehman Brothers acted as sole financial advisor to the Company and rendered
a
fairness opinion regarding the transaction to Synagro's Board of Directors.
Merrill Lynch & Co. acted as financial advisor to Carlyle in connection with
the
transaction.
Gibson Dunn & Crutcher acted as counsel to Carlyle.
About Synagro
Synagro believes that it is the largest recycler of biosolids and other
organic
residuals in the United States and is the only national company focused
exclusively on the estimated $8 billion organic residuals industry, which
includes water and wastewater residuals. The Company serves approximately
600
municipal and industrial water and wastewater treatment accounts with
operations
in 37 states and the District of Columbia. The Company offers a broad range
of
water and wastewater residuals management services focusing on the
beneficial
reuse of organic, non-hazardous residuals resulting from the wastewater
treatment process, including drying and pelletization, composting, product
marketing, incineration, alkaline stabilization, land application,
collection
and transportation, regulatory compliance, dewatering, and facility cleanout
services. www.synagro.com
About Carlyle
The Carlyle Group is a global private equity firm with $46.9 billion under
management. Carlyle invests in buyouts, venture & growth capital, real
estate
and leveraged finance in Asia, Europe and North America, focusing on
aerospace &
defense, automotive & transportation, consumer & retail, energy & power,
healthcare, industrial, technology & business services and
telecommunications &
media. Since 1987, the firm has invested $24 billion of equity in 576
transactions for a total purchase price of $101.8 billion. The Carlyle Group
employs more than 740 people in 16 countries. In the aggregate, Carlyle
portfolio companies have more than $68 billion in revenue and employ more
than
200,000 people around the world. www.carlyle.com
The foregoing contains forward-looking statements, the results of which may
materially differ from those implied due to known and unknown risks and
uncertainties, some of which are discussed below.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of
the
proposed acquisition of Synagro by Carlyle. In connection with the proposed
acquisition and required stockholder approval, Synagro will file relevant
materials with the Securities and Exchange Commission, including a proxy
statement on Schedule 14A, which will be mailed to the stockholders of
Synagro.
STOCKHOLDERS OF SYNAGRO ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH
THE
SEC, INCLUDING SYNAGRO'S PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE
THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Stockholders
may obtain a free copy of the proxy statement, when it becomes available,
and
other documents filed by Synagro at the Securities and Exchange Commission's
web
site at www.sec.gov.
The proxy statement and other relevant documents may also be obtained for
free
from Synagro by directing such request to Corporate Secretary at 1800 Bering
Drive, Houston, TX 77057: or by telephone: (800) 247-0400.
Participants in Solicitation
Synagro and its directors, executive officers and certain other members of
its
management and employees may be deemed to be participants in the
solicitation of
proxies from its stockholders in connection with the proposed transaction.
Information regarding the interests of such directors and executive officers
was
included in the Company's Proxy Statement for its 2006 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on April 28,
2006, and information concerning all of the Company's participants in the
solicitation will be included in the proxy statement relating to the
proposed
transaction when it becomes available. Each of these documents is, or will
be,
available free of charge at the Securities and Exchange Commission's web
site at
www.sec.gov and from Synagro by directing such request to the address
provided
in the section above.
Safe Harbor Statement
This press release contains certain forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, which
involve
known and unknown risks, uncertainties or other factors not under Synagro's
control which may cause the actual results, performance or achievement of
Synagro to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors
include,
but are not limited to: the risk that our stockholders may not receive the
level of dividends provided for in the dividend policy adopted by our board
or
any dividends at all; unseasonable weather; changes in government
regulations;
the ability to find, timely close, and integrate acquisitions; changes in
federal wastewater treatment and biosolid regulation; our ability to comply
with
federal, state and local environmental regulations or to maintain and obtain
necessary permits; competition in the wastewater residuals management
business; the risk of early termination of customer contracts; loss of
significant customers; our ability to complete new facilities as scheduled;
our
level of debt and our ability to service our debt; our ability to obtain
additional financing; our ability to maintain sufficient insurance; and the
effect of the restrictions in our senior secured credit agreement on our
operations. Other factors are discussed in our periodic filings with the
Securities and Exchange Commission.
CONTACTS:
SYNAGRO
Robert C. Boucher, Jr., (713) 369-1700
J. Paul Withrow, (713) 369-1700
CARLYLE
Chris Ullman, (202) 729-5399
chris.ullman at carlyle.com
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