Crystal Clean’s Board of Directors Unanimously
Recommends Shareholders Vote “FOR” Each of the Proposals at the
Upcoming Special Meeting
Heritage-Crystal Clean, Inc. (Nasdaq: HCCI) (“Crystal Clean” or
the “Company”) today announced that leading independent proxy
advisory firms Institutional Shareholder Services (“ISS”) and Glass
Lewis & Co. (“Glass Lewis”) recommend that Crystal Clean
shareholders vote “FOR” Crystal Clean’s proposed combination with
J.F. Lehman & Company (“JFLCO”) at the Company’s upcoming
Special Meeting of Shareholders (the “Special Meeting”) scheduled
for October 10, 2023.
Brian Recatto, President and CEO of Crystal Clean, said, “We are
pleased that ISS and Glass Lewis recognize the benefits of Crystal
Clean’s transaction with JFLCO, and support our recommendation that
all shareholders vote ‘FOR’ the proposal to adopt and approve the
merger agreement. We are confident this transaction is in the best
interests of Crystal Clean and its shareholders, and will
strengthen our ability to serve our customers, and employees as the
partner of choice nationwide for premier
environmentally-sustainable solutions. We strongly urge all Crystal
Clean shareholders to follow the recommendation of the Crystal
Clean Board of Directors by voting ‘FOR’ all transaction-related
proposals today.”
As previously announced, Crystal Clean and JFLCO have entered
into a definitive merger agreement under which JFLCO agreed to
acquire Crystal Clean for $45.50 per share in an all-cash
transaction. Crystal Clean and JFLCO expect the transaction to
close in the fourth quarter of 2023, subject to the receipt of
regulatory approvals, approval by Crystal Clean shareholders, and
satisfaction of other customary conditions. 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.
If Crystal Clean shareholders have any questions or need
assistance in voting their shares, they should contact Crystal
Clean’s proxy solicitor, MacKenzie Partners, Inc., at (800)
322-2885 (toll-free) or (212) 929-5500 (collect), or email at
proxy@mackenziepartners.com.
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.
About J.F. Lehman & Company
J.F. Lehman & Company is a leading private equity investment
firm focused on the aerospace, defense, maritime and environmental
sectors. This investment strategy reflects the firm’s deep
experience in and commitment to these sectors since the firm’s
founding three decades ago. Headquartered in New York, NY, the firm
currently has approximately $4.5 billion of assets under
management. To learn more, please visit www.jflpartners.com.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the transaction contemplated by the merger agreement
(the “proposed merger”). In connection with the proposed merger,
Crystal Clean filed with the U.S. Securities and Exchange
Commission (the “SEC”) a definitive proxy statement (the “Proxy
Statement”) on Schedule 14A on August 31, 2023. Crystal Clean has
mailed the Proxy Statement and a proxy card to each stockholder
entitled to vote at the special meeting relating to the proposed
merger. 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
merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
STOCKHOLDERS OF CRYSTAL CLEAN ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT,
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. 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 merger. Information about Crystal Clean’s directors
and executive officers is set forth in the 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, is
also set forth in the Proxy Statement.
Forward-Looking Statements
This communication 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 Current Report on Form 8-K
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 Current Report on
Form 8-K. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231003500833/en/
Heritage-Crystal Clean Investor Contact: Mark DeVita
Executive Vice President and Chief Financial Officer
mark.devita@crystal-clean.com 847-836-5670 Media Contact: 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
JFLCO Karina Perelmuter IR@Jflpartners.com
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