|Over a quarter ago|
Ecology & Environment trading halted, pending information request 19:5912/3012/30/19
Ecology & Environment trading resumes 09:5008/2808/28/19
Ecology & Environment to be acquired by WSP Global » 09:1808/2808/28/19
Ecology and Environment…
Ecology and Environment announced that it has entered into a definitive merger agreement with WSP Global, pursuant to which WSP will acquire E & E for cash. Under the terms of the agreement, E & E's shareholders will receive $15.00 in cash, and a special dividend of up to 50c, for each share of Class A and Class B common stock they own. The special dividend is conditioned on and will be paid following the completion of the transaction and is subject to downward adjustment in certain circumstances. The merger agreement and the transaction have been unanimously approved by E & E's Board of Directors. In addition, E & E's founders Frank Silvestro, Ronald Frank and Gerald Strobel, a trust affiliated with E & E's late founder Gerhard Neumaier, each member of E & E's Board of Directors and affiliates of Mill Road Capital have all signed voting agreements in support of the transaction. The merger consideration, together with the special dividend of up to 50c, represents a premium of approximately 52.9% over E & E's closing share price of $10.14 on August 27, 2019. The merger agreement provides for a "go-shop" period of 30 days, during which E & E - with the assistance of Robert W. Baird & Co. Incorporated - will contact and potentially enter into negotiations with, and provide due diligence access to, third parties that offer potentially superior proposals to the proposed transaction with WSP. E & E will have the right to terminate the merger agreement to enter into a superior proposal subject to the conditions and procedures specified in the merger agreement. There can be no assurance this process will result in a superior proposal. E & E does not intend to disclose developments about this process unless and until the Board has made a decision with respect to any potential superior proposal. The closing of the transaction is subject to customary closing conditions, including the approval of E & E's shareholders and applicable regulatory approvals. The parties are targeting a closing in the fourth quarter of calendar year 2019, subject to receipt of applicable regulatory approvals.
Ecology & Environment trading halted, news pending 09:0308/2808/28/19