Sisecam Resources LP to be Acquired by Sisecam Chemicals Wyoming LLC
01 Febrero 2023 - 3:31PM
Business Wire
Sisecam Resources LP (“Sisecam”)
(NYSE: SIRE) and Sisecam Chemicals Resources LLC (“SCR”) today announced that Sisecam has entered
into a definitive Agreement and Plan of Merger (the “Agreement”) pursuant to which Sisecam Chemicals
Wyoming LLC, a wholly owned subsidiary of Sisecam Chemicals
Resources LLC (“Parent”) will acquire
all of the outstanding common units of Sisecam not already owned by
Parent and its affiliates (the “Public Common
Units”). The Agreement follows the offer made by Parent on
July 6, 2022 to acquire the Public Common Units.
The Agreement provides for an all-cash transaction, whereby each
holder of the Public Common Units will receive $25.00 per Public
Common Unit owned, representing an approximately 40% premium to the
closing price of the Public Common Units as of July 6, 2022. There
are 5,248,791 Public Common Units outstanding.
The Board of Directors of Sisecam Resources Partnership LLC, the
general partner of Sisecam (the “GP
Board”), delegated to a conflicts committee of the GP Board
(the “Conflicts Committee”),
consisting of the GP Board’s three independent directors, the
authority to review, evaluate, negotiate and approve the
transaction on behalf of the GP Board. The Conflicts Committee,
after evaluating the transaction with its independent legal counsel
and independent financial advisor, unanimously approved the
Agreement, and recommended that the GP Board approve the
transaction. Following receipt of the recommendation of the
Conflicts Committee, the GP Board reviewed the terms of the
transaction and the Agreement, and unanimously approved the
transaction.
Under Sisecam’s partnership agreement, the transaction is
required to be approved by the holders of a majority of the
outstanding common units of Sisecam. Parent owns approximately 74%
of the outstanding common units, and immediately following the
execution of the Agreement, Parent delivered to Sisecam an
irrevocable written consent approving the transaction. As a result,
the transaction has been approved by a majority of the outstanding
common units of Sisecam, and Sisecam will not hold a meeting of its
unitholders to approve the transaction. As a result, Sisecam has
not solicited and is not soliciting approval of the transaction by
any other holders of common units. Instead, Sisecam will distribute
an information statement to its unitholders describing the terms
and conditions of the transaction. Upon closing of the transaction,
Sisecam will be a wholly owned subsidiary of Parent and GP, and
Sisecam’s common units will cease to be publicly traded.
The transaction is expected to close on or prior to July 30,
2023, subject to customary closing conditions.
ADVISORS
The Conflicts Committee engaged Potter Anderson & Corroon
LLP as its legal advisor and Evercore as its financial advisor. SCR
engaged Steptoe & Johnson LLP, Paul Hastings LLP and Morris,
Nichols, Arsht & Tunnell LLP as its legal advisors and BofA
Securities, Inc. as its financial advisor.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act of 1934, as amended, including
statements related to our expectations regarding the future. We
have used the words “expect,” “intend,” “may,” “would,” “plan” and
similar terms and phrases to identify forward-looking statements.
Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate and the forward-looking
statements based on these assumptions could be incorrect. Many of
the factors that will determine these results are beyond our
ability to control or predict. These factors include the
information included in Sisecam’s public disclosures and the risk
factors described in Part I, Item 1A in Sisecam’s Annual Report on
Form 10-K for the year ended December 31, 2021, filed with the SEC
on March 15, 2022 and Sisecam’s other filings with the SEC. In
particular, expressed or implied statements concerning future
actions, conditions or events, and statements concerning the
proposed transaction and the likelihood of a successful
consummation of the proposed transaction are forward-looking
statements. All future written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the previous statements. The
forward-looking statements herein speak as of the date of this
press release. We undertake no obligation to update such statements
for any reason, except as required by law.
Important Information About the Proposed Transaction
In connection with the proposed transaction, Sisecam will
prepare an information statement to be filed with the U.S.
Securities and Exchange Commission (the “SEC”) that will provide
additional important information concerning the proposed
transaction. When completed, a definitive information statement
will be mailed to Sisecam’s unitholders. SISECAM’S UNITHOLDERS ARE
STRONGLY ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING SISECAM’S INFORMATION STATEMENT, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Sisecam’s
unitholders will be able to obtain, without charge, a copy of the
information statement (when available) and other relevant documents
filed with the SEC from the SEC’s website at www.sec.gov. Sisecam’s
unitholders will also be able to obtain, without charge, a copy of
the information statement and other documents relating to the
proposed transaction (when available) at www.sisecamusa.com.
ABOUT SISECAM CHEMICALS RESOURCES LLC
Sisecam Chemicals Resources LLC, a Delaware limited liability
company and successor by conversion to Ciner Resources Corporation,
a former Delaware corporation, is owned 60% by Sisecam Chemicals
USA Inc., a wholly-owned subsidiary of Turkiye Sise ve Cam
Fabrikalari A.S. (“Sisecam Turkey”)
and 40% by Ciner Enterprises Inc., a wholly-owned subsidiary of We
Soda Ltd of London, UK (“Ciner”).
Sisecam Turkey is a global player in soda ash and chromium
chemicals, flat glass, glassware, glass packaging and glass fiber
sectors. Founded 86 years ago, it is one of the largest industrial
publicly-listed companies based in Turkey. With production
facilities in four continents and in 14 countries, Sisecam Turkey
is one of the largest glass and chemicals producers in the
world.
ABOUT SISECAM RESOURCES LP
Sisecam Resources LP, a master limited partnership, operates the
trona ore mining and soda ash production business of Sisecam
Wyoming LLC, one of the largest and lowest cost producers of
natural soda ash in the world, serving a global market from its
facility in the Green River Basin of Wyoming. The facility has been
in operation for more than 50 years.
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version on businesswire.com: https://www.businesswire.com/news/home/20230201005990/en/
Investor Relations Nedim Kulaksızoğlu Chief Financial Officer
(770) 375-2321 NKULAKSIZOGLU@sisecam.com
Sisecam Resources (NYSE:SIRE)
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