Calgary, Alberta – June 26, 2018 – Newalta Corporation ("Newalta") (TSX:NAL) and Tervita Corporation ("Tervita"), a private Alberta-based energy-focused waste and environmental services company, are pleased to announce that today they received the approval of the Court of Queen's Bench of Alberta for the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) pursuant to which, among other things, Newalta and Tervita will amalgamate to form a new corporation called Tervita Corporation, creating a leading energy-focused waste and environmental services company in Canada. At the Newalta annual and special meeting of securityholders held on April 30, 2018, the Arrangement was approved by 99.83% of the votes cast by Newalta securityholders who voted on the Arrangement. At the Tervita annual and special meeting of shareholders held on April 30, 2018 (the “Tervita Meeting”), the Arrangement was approved by 100% of the votes cast by Tervita shareholders who voted on the Arrangement. In addition, at the Tervita Meeting, Tervita’s security-based compensation plans were approved by 100% of the votes cast by Tervita shareholders who voted on such plans.
Closing of the Arrangement remains subject to closing conditions customary in transactions of this nature, including approval under the Competition Act (Canada). Newalta and Tervita are diligently working together toward completion of the approval under the Competition Act (Canada) and the Arrangement is expected to occur in the third quarter of 2018.
Tervita is a leading environmental solutions provider. Our integrated earth, water, waste and resource solutions deliver safe and efficient results through all phases of a project by minimizing impact, maximizing returns™. Our dedicated employees are trusted sustainability partners to oil and gas, construction, mining, government and communities. Safety is our highest priority – it influences our actions and shapes our culture. For more information visit www.tervita.com.
Newalta is a leading provider of innovative engineered environmental solutions that enable customers to reduce disposal, enhance recycling and recover valuable resources from oil and gas exploration and production waste streams. We simplify the critical challenges of sustainable environmental practices through the use of advanced processing capabilities deployed through a differentiated business model. We serve customers onsite directly at their operations and through a network of locations throughout North America. Our proven processes and excellent record of safety make us the first-choice provider of sustainability-enhancing services for oil and gas customers. With a highly skilled team of people, more than a two-decade track record of innovation and a commitment to commercializing new solutions, Newalta is positioned for sustained future growth and improvement. We are Sustainability Simplified™. Newalta trades on the TSX as NAL. For more information, visit www.newalta.com.
Certain statements contained in this news release constitute "forward-looking information" as defined under applicable securities laws. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "potential", "strategy", "target" and similar expressions, as they relate to Newalta and Tervita or their respective management, are intended to identify forward-looking information. In particular, forward-looking information included in this news release includes information with respect to matters related to the satisfaction of conditions to completion of the Arrangement and implementation thereof, including the anticipated timing of closing of the Arrangement, and the anticipated receipt of regulatory approvals in respect of the Arrangement or expiry of applicable waiting periods, including under the Competition Act (Canada).
Such forward-looking information reflects the current views of Newalta and Tervita with respect to future events and are based on certain key expectations and assumptions made by Newalta and Tervita. Completion of the Arrangement is subject to a number of conditions which are typical for transactions of this nature. Assumptions have been made with respect to the satisfaction of all conditions precedent under the Arrangement. Although Newalta and Tervita believe that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information as neither Newalta nor Tervita can give any assurance that they will prove to be correct. Since forward-looking information addresses future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks in respect of the Arrangement. These include, but are not limited to: the failure to satisfy any of the conditions to completion of the Arrangement; the failure to obtain all regulatory approvals, including, without limitation, the approval under the Competition Act (Canada); the failure to realize anticipated benefits and other synergies; risks regarding the integration of Newalta and Tervita; and the incorrect assessment of the value of Tervita and/or Newalta. In addition, general factors and risks include, but are not limited to: the strength of the oil and gas industry; general market conditions; fluctuations in commodity prices for oil and the prices Newalta and Tervita receive for their recovered oil; fluctuations in interest rates and exchange rates; financial covenants in debt agreements; the effectiveness of Newalta's and Tervita's cash flow management activities and cost rationalization initiatives; Newalta's and Tervita's ability to secure alternative financing, if needed, at all or on terms acceptable to Newalta or Tervita, as applicable, and consistent with their respective capital structure objectives; the competitive environment of Newalta's and Tervita's industry in Canada and the United States; timing and term of contracts for Newalta's and Tervita's services; risk of pending and future legal proceedings; and such other risks or factors described from time to time in reports Newalta files with securities regulatory authorities.
Additional information on these and other factors that could affect Newalta's operations or financial results are included in reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not occur. Many other factors could also cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking information and readers are cautioned that the foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Furthermore, the forward-looking information contained in this news release is made as of the date of this document and, in each case, is expressly qualified by this cautionary statement. Unless otherwise required by law, neither Newalta nor Tervita intend, or assume any obligation, to update any such forward-looking information.