Acquisition by J.F. Lehman & Company
Remains on Track to Close in Fourth Quarter of 2023
Heritage-Crystal Clean, Inc. (Nasdaq: HCCI) (“Crystal Clean” or
the “Company”), a leading provider of parts cleaning, hazardous and
non-hazardous waste services, used oil re-refining, antifreeze
recycling, industrial and field services, and emergency and spill
response services, today announced the expiration of the 35-day
“go-shop” period pursuant to the terms of the previously announced
definitive merger agreement pursuant to which an investment
affiliate of J.F. Lehman & Company (“JFLCO”), a leading private
equity investment firm focused on the aerospace, defense, maritime
and environmental sectors, has agreed to acquire all outstanding
shares of Crystal Clean common stock for $45.50 per share in cash,
or approximately $1.2 billion. The “go-shop” period expired at
11:59 p.m. Eastern Time on August 23, 2023.
During the “go-shop” period, at the direction of the Company’s
Board of Directors, Crystal Clean and representatives of William
Blair & Company, financial advisor to the Company, engaged with
or actively solicited alternative acquisition proposals from 53
potentially interested parties with respect to a possible
alternative transaction to the merger. Crystal Clean did not
receive any competing acquisition proposals during the “go-shop”
period.
Upon expiration of the “go-shop” period, pursuant to the
definitive merger agreement with JFLCO, Crystal Clean became
subject to customary “no-shop” provisions that limit Crystal Clean
and its representatives’ ability to solicit alternative acquisition
proposals from third parties or to provide confidential information
to third parties, subject to customary “fiduciary out”
provisions.
The transaction is expected to close in the fourth quarter of
2023, subject to customary closing conditions, including approval
by Crystal Clean stockholders and the expiration of the waiting
period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act
of 1976. Upon completion of the transaction, Crystal Clean will
become a privately held company and shares of Crystal Clean common
stock will no longer be listed on the Nasdaq Stock Exchange or
trade in any other public market.
About Heritage-Crystal Clean, Inc.
Heritage-Crystal Clean, Inc. provides parts cleaning, used oil
re-refining, hazardous and non-hazardous waste disposal, emergency
and spill response, and industrial and field services to vehicle
maintenance businesses, manufacturers and other industrial
businesses, as well as utilities and governmental entities. Our
service programs include parts cleaning, regulated containerized
and bulk waste management, used oil collection and re-refining,
wastewater vacuum, emergency and spill response, industrial and
field services, waste antifreeze collection, recycling and product
sales. These services help our customers manage their used
chemicals and liquid and solid wastes, while also helping to
minimize their regulatory burdens. Through our used oil re-refining
program during fiscal 2022, we recycled approximately 66 million
gallons of used oil into high quality lubricating base oil, and we
are a supplier to firms that produce and market finished
lubricants. Through our antifreeze program during fiscal 2022, we
recycled approximately 4.5 million gallons of spent antifreeze
which was used to produce a full line of virgin-quality antifreeze
products. Through our parts cleaning program during fiscal 2022, we
recycled 2.3 million gallons of used solvent into virgin-quality
solvent to be used again by our customers. In addition, we sold 0.6
million gallons of used solvent into the reuse market. Through our
containerized waste program during fiscal 2022, we collected
approximately 22 thousand tons of regulated waste which was sent
for energy recovery. Through our wastewater vacuum services program
during fiscal 2022, we treated approximately 84 million gallons of
wastewater. Crystal Clean is headquartered in Hoffman Estates,
Illinois, and operates through 105 branch and industrial services
locations serving approximately 104,000 customer locations.
Additional Information and Where to Find It
This release may be deemed to be solicitation material in
respect of the proposed acquisition of Crystal Clean by JFLCO. In
connection with the proposed transaction, Crystal Clean filed a
preliminary proxy statement (the “Preliminary Proxy Statement”) on
Schedule 14A on August 10, 2023 with the U.S. Securities and
Exchange Commission (the “SEC”). Promptly after filing its
definitive proxy statement (the “Proxy Statement”) with the SEC,
Crystal Clean intends to mail the Proxy Statement and a proxy card
to each stockholder entitled to vote at the special meeting
relating to the proposed transaction. This communication is not a
substitute for the Proxy Statement or any other document that
Crystal Clean may file with the SEC or send to its stockholders in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, INVESTORS AND STOCKHOLDERS OF CRYSTAL CLEAN ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING CRYSTAL
CLEAN’S PROXY STATEMENT (WHEN AVAILABLE), BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
INVESTORS AND SECURITY HOLDERS ARE OR WILL BE ABLE TO OBTAIN THE
DOCUMENTS (if and when available) free of charge at the SEC’s
website at www.sec.gov, or free of charge from Crystal Clean by
directing a request to Mark DeVita, EVP & CFO, at
mark.devita@crystal-clean.com.
Participants in the Solicitation
Crystal Clean and JFLCO and their respective directors,
executive officers and other members of management and employees,
under SEC rules, may be deemed to be “participants” in the
solicitation of proxies from stockholders of Crystal Clean in favor
of the proposed transaction. Information about Crystal Clean’s
directors and executive officers is set forth in the Preliminary
Proxy Statement. Additional information concerning the interests of
Crystal Clean’s participants in the solicitation, which may, in
some cases, be different than those of Crystal Clean ’s
stockholders generally, will be set forth in the Proxy Statement
when it becomes available.
No Offer or Solicitation
This release is not intended to and shall not constitute an
offer to buy or sell or the solicitation of an offer to buy or sell
any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made in the United States absent registration under the
U.S. Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements include, without limitation,
projections, predictions, expectations, or beliefs about future
events or results and are not statements of historical fact. Such
statements may include statements regarding the completion of the
proposed merger and the expected timing of the completion of the
proposed merger, the management of Crystal Clean upon completion of
the proposed merger and Crystal Clean’s plans upon completion of
the proposed merger. Such forward-looking statements are based on
various assumptions as of the time they are made, and are
inherently subject to known and unknown risks, uncertainties and
other factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements are often
accompanied by words that convey projected future events or
outcomes such as “expect,” “believe,” “estimate,” “plan,”
“project,” “anticipate,” “intend,” “will,” “may,” “view,”
“opportunity,” “potential,” or words of similar meaning or other
statements concerning opinions or judgment of Crystal Clean or its
management about future events. There can be no assurance that
actual results, performance, or achievements of Crystal Clean will
not differ materially from any projected future results,
performance or achievements expressed or implied by such
forward-looking statements. Actual future results, performance or
achievements may differ materially from historical results or those
anticipated depending on a variety of factors, some of which are
beyond the control of Crystal Clean, including, but not limited to:
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; the
inability to complete the proposed merger due to the failure to
obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger;
risks related to disruption of management’s attention from Crystal
Clean’s ongoing business operations due to the proposed merger;
unexpected costs, charges or expenses resulting from the proposed
merger; Crystal Clean’s ability to retain and hire key personnel in
light of the proposed merger; certain restrictions during the
pendency of the proposed merger that may impact Crystal Clean’s
ability to pursue certain business opportunities or strategic
transactions; the ability of the buyer to obtain the necessary
financing arrangements set forth in the commitment letters received
in connection with the proposed merger; potential litigation
relating to the proposed merger that could be instituted against
the parties to the merger agreement or their respective directors,
managers or officers, including the effects of any outcomes related
thereto; the effect of the announcement of the proposed merger on
Crystal Clean’s relationships with its customers, operating results
and business generally; and the risk that the proposed merger will
not be consummated in a timely manner, if at all. Crystal Clean
refers you to the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of Crystal Clean’s Form 10-K for the fiscal year ended December 31,
2022, and comparable sections of Crystal Clean’s Quarterly Reports
on Form 10-Q and other filings, which have been filed with the SEC
and are available on the SEC’s website at www.sec.gov. All of the
forward-looking statements made in this press release are expressly
qualified by the cautionary statements contained or referred to
herein. The actual results or developments anticipated may not be
realized or, even if substantially realized, they may not have the
expected consequences to or effects on Crystal Clean or its
business or operations. Readers are cautioned not to rely on the
forward-looking statements contained in this press release.
Forward-looking statements speak only as of the date they are made
and Crystal Clean does not undertake any obligation to update,
revise or clarify these forward-looking statements, whether as a
result of new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230823371776/en/
Heritage-Crystal Clean
Investors: Mark DeVita Executive Vice President and Chief
Financial Officer mark.devita@crystal-clean.com 847-836-5670
Media: Mike Ademe Communications & Marketing Manager
mike.ademe@crystal-clean.com 224-281-1530
or
Joele Frank, Wilkinson Brimmer Katcher Eric Brielmann / Kaitlin
Kikalo 212-355-4449
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