Additional Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: DEFA14A Synagro Technologies, Inc. 8-K 5 16K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 57 213K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 9 28K
Liquidation or Succession
4: EX-99.1 Miscellaneous Exhibit 4± 17K
EX-99.1 · Miscellaneous Exhibit
EXHIBIT 99.1
The Carlyle Group to Acquire Synagro Technologies for $5.76 Per Share
HOUSTON & NEW YORK--(BUSINESS WIRE)--Jan. 29, 2007--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.
CONTACT: Synagro Technologies, Inc.
Robert C. Boucher, Jr., 713-369-1700
or
J. Paul Withrow, 713-369-1700
or
The Carlyle Group
Chris Ullman, 202-729-5399
chris.ullman@carlyle.com
Dates Referenced Herein and Documents Incorporated By Reference
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