EnergySolutions,
Inc. ES, a leader in nuclear commercial services, today
announced that it has entered into a definitive acquisition agreement
to be acquired by a subsidiary of Energy Capital Partners II, LLC
("Energy Capital" or "ECP") in a transaction with an enterprise value
of $1.1 billion. Under the terms of the agreement, EnergySolutions'
shareholders will receive $3.75 in cash for each share of common
stock. This represents a premium of approximately 20% over the
average closing share price of EnergySolutions' common stock for the
30 days ended January 4, 2013.
The definitive acquisition agreement has been unanimously approved by
the EnergySolutions' Board of Directors.
ECP plans to operate EnergySolutions as a standalone business
operation with the current management team remaining in place.
The ECP acquisition of EnergySolutions is subject to customary
closing conditions, including regulatory approvals in the U.S. and
U.K. and clearance under the Hart-Scott-Rodino Act. In addition, the transaction is subject to approval by EnergySolutions' stockholders.
Under the terms of the merger agreement, EnergySolutions may solicit
superior proposals from third parties through February 6, 2013. The
EnergySolutions Board of Directors, with the assistance of its
advisors, will actively solicit acquisition proposals during this
period. There are no guarantees that this process will result in a
superior proposal. EnergySolutions and the Board of Directors do not
intend to disclose developments with respect to the solicitation
process unless and until the Board of Directors has made a decision.
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