Seche Environnement and TREDI Environnement Are Merging to Create a Benchmark Operator in Waste Processing and Recovery in France.Business Editors CHANGE, France--(BUSINESS WIRE)--April 11, 2002 The implementation of synergies between the two groups will speed up the growth of the new entity. Seche Environnement, EMC (1) (EMC Corporation, Hopkinton, MA, www.emc.com) The leading supplier of storage products for midrange computers and mainframes. Founded in 1979 by Richard J. Egan and Roger Marino, EMC has developed advanced storage and retrieval technologies for the world's largest companies. and Apax Partners hereby announce the merger of Seche Environnement and TREDI Environnement to create a new entity, which will rank among the leading operators in waste processing and recovery in France. In an initial phase, the operation includes the acquisition of a 50.1% stake in the capital of TREDI Environnement through the disposal and exchange of shares held by EMC and Apax Partners according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. the terms of an agreement reached today, to be followed by an alternative public offer for the remainder of TREDI Environnement shares, the terms of which are described hereafter. "Seche Environnement and TREDI Environnement have known and appreciated each other's work for a long time now. This mutual esteem makes Seche Environnement the ultimate partner to ensure the development of TREDI Environnement. Market synergies, as well as the experience and quality of the teams in the field of waste processing, and the excellence of the technologies used, all constitute major advantages for the new group that has been created", emphasis Pierre-Francois Couture, Chairman of EMC SA. For Joel Seche, Chairman of Seche Environnement, "the merger with TREDI Environnement is the result of a long-running thought process, aimed at speeding up the rate at which we are able to penetrate waste markets by improving on the suitability of our commercial offer. It is a concrete step forward in terms of our strategy to federate fed·er·ate v. fed·er·at·ed, fed·er·at·ing, fed·er·ates v.tr. To cause to join into a league, federal union, or similar association. v.intr. To become united into a federal union. waste processing business lines in France; and our ambition to make Seche Environnement the benchmark operator on the waste processing and recovery markets in France". An operation that will generate value for both groups. The merger initiated between the two groups is based on the fact that they complement each other in a number of natural ways: -- the processing, recovery and storage of special industrial waste (DIS) and residues from the incineration of household waste (REFIOM) with an incinerator, a stabilisation factory and a Class I site; -- the processing, recovery and storage of non-toxic industrial waste (DIB) and household waste with two incinerators and a Class II site for non-toxic industrial waste (DIB) and household waste (OM); -- upstream sorting and recovery, with separation-recovery-processin g plants, and centres for regrouping and transferring waste. As one of the leading operators in the waste processing business in France, the new group will be able to provide its national client base with a global offer for the transfer, processing and recovery of its waste. Based on the 2001 financial data of the two companies combined over a full year, the sales and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become of the new group stand at EUR EUR In currencies, this is the abbreviation for the Euro. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 350 million and EUR 63 million respectively. A new growth dynamic in terms of profitability. After the planned merger with TREDI Environnement, nearly 69% of Seche Environnement's activity will be focused on waste processing, thus confirming its role as a global pure player in this sector. The new group combines high quality services with considerable technical expertise and is recognised both nationally and internationally. Once the merger is complete, the new group will be able to develop even more rapidly than in the past, by presenting its clients with a complete services offer covering incineration incineration the act of burning to ashes. , storage and recovery, which by its very nature is more attractive. Lastly, the operation planned has been financially structured with the aim of favouring the stock market appeal of the combined group and its development potential. "The merger of TREDI with Seche heralds a new era in environmental services The various combinations of scientific, technical, and advisory activities (including modification processes, i.e., the influence of manmade and natural factors) required to acquire, produce, and supply information on the past, present, and future states of space, atmospheric, . Apax Partners will continue to contribute, alongside Seche Environnement's management structure, to the emergence of this benchmark operator in waste processing in France" underlines Patrick de Giovanni, Associate Director at Apax Partners SA. Description of the terms of the deal. In virtue of through the force of; by authority of. See also: Virtue the agreements signed today, EMC, Apax France Va, Apax France Vb and Altamir & Cie have, together, yielded 785,851 shares in TREDI Environnement to Seche Environnement for a total of EUR 35.57 million, and have signed an exchange agreement for 2,165,039 shares in TREDI Environnement, remunerated re·mu·ner·ate tr.v. re·mu·ner·at·ed, re·mu·ner·at·ing, re·mu·ner·ates 1. To pay (a person) a suitable equivalent in return for goods provided, services rendered, or losses incurred; recompense. 2. through the issue of 1,232,460 new shares in Seche Environnement. This exchange is subject to the suspensive sus·pen·sive adj. 1. Serving or tending to suspend or temporarily stop something. 2. Characterized by or causing suspense. sus·pen condition of its approval (along with the increase in capital used to fund it) by the Seche Environnement general shareholders meeting; it being specified that Mr Joel Seche, majority shareholder with 70% of the capital, is already committed to voting in favour of the deal. The sale of TREDI Environnement shares held by EMC has been authorised by the French Ministry for the Economy, Finances and Industry and the French Ministry for Industry, Small and Medium-Sized Businesses, Crafts and Consumption. Consequently, Seche Environnement has today acquired 785,851 shares in TREDI Environnement, and already holds 13.3 % of its capital and voting rights Voting rights The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors. voting rights The type of voting and the amount of control held by the owners of a class of stock. . Furthermore, Seche Environnement has today filed a public offer project with the relevant market authorities, relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the shares in TREDI Environnement that are not covered not covered Health care adjective Referring to a procedure, test or other health service to which a policy holder or insurance beneficiary is not entitled under the terms of the policy or payment system–eg, Medicare. Cf Covered. by the disposal and exchange agreements. The holders of TREDI Environnement shares will thus be invited to dispose of To determine the fate of; to exercise the power of control over; to fix the condition, application, employment, etc. of; to direct or assign for a use. See also: Dispose their shares, according to the terms of the alternative offer, to one of the two autonomous branches described below: -- the processing, recovery and storage of special industrial waste (DIS) and residues from the incineration of household waste (REFIOM) with an incinerator, a stabilisation factory and a Class I site; -- the processing, recovery and storage of non-toxic industrial waste (DIB) and household waste with two incinerators and a Class II site for non-toxic industrial waste (DIB) and household waste (OM); -- upstream sorting and recovery, with separation-recovery-processin g plants, and centres for regrouping and transferring waste. Seche Environnement is therefore offering premiums of between 12.4% and 18.5% to the shareholders of TREDI Environnement on the basis of the average closing prices over the last 20 trading days. EMC is also committed to Seche Environnement to contributing the remainder of its shares in TREDI Environnement that are not covered by the disposal and exchange agreements to the public offer. Upon closure of the public offer and following the extraordinary general meeting, Seche Environnement will therefore hold at least 71% of the capital and voting rights of TREDI Environnement. Following this operation, Apax Partners and EMC will hold a minimum stake of 19% in the new group and will each have a seat on the board of directors. About Seche Environnement Working towards state-of-the-art expertise in the processing, development and storage of waste, Seche Environnement has enhanced its offer with the acquisition of Alcor Group (consolidated on October 1st 2001) and now proposes an integrated services In computer networking, IntServ or integrated services is an architecture that specifies the elements to guarantee quality of service (QoS) on networks. IntServ can for example be used to allow video and sound to reach the receiver without interruption. offer aimed at better protecting the environment in three fields of activity: -- the processing, recovery and storage of special industrial waste (DIS) and residues from the incineration of household waste (REFIOM) with an incinerator, a stabilisation factory and a Class I site; -- the processing, recovery and storage of non-toxic industrial waste (DIB) and household waste with two incinerators and a Class II site for non-toxic industrial waste (DIB) and household waste (OM); -- upstream sorting and recovery, with separation-recovery-processin g plants, and centres for regrouping and transferring waste. The Group also operates a waste transport business to complement its processing and storage activities. Seche Environnement operates according to a strict policy of total quality. The Group already has two ISO (1) See ISO speed. (2) (International Organization for Standardization, Geneva, Switzerland, www.iso.ch) An organization that sets international standards, founded in 1946. The U.S. member body is ANSI. 14001-certified sites, the highest regulatory standard in the environment sector. Seche Environnement has been listed on the Second Marche of the Paris Stock Exchange since November 27th, 1997. (Second Market - Euroclear: 3910 - Bloomberg: SECH sech abbr. hyperbolic secant sech Abbreviation of hyperbolic secant FP - Reuters: CCHE CCHE Colorado Commission on Higher Education CCHE Center for Children’s Health and the Environment CCHE Canadian Coalition for Health and Environment CCHE Clark County Home Educators CCHE Christ Centered Home Educators CCHE Calculus Consortium for Higher Education .PA) About EMC The Entreprise Miniere et Chimique (EMC) is a public group that operates in various sectors of activity such as mineral and speciality chemistry, plastics, international trade, dockside handling and transport, cattle feed and waste processing. Through its subsidiary, MDPA MDPA Minnesota Data Practices Act , it mines the potassium deposits in Alsace. Its consolidated sales stood at EUR 2.6 billion in 2000 and its operating profit Operating profit (or loss) Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. at EUR 129 million. For further information, please visit the site: www.groupe-emc.com About Apax Partners Apax Partners is a global leader in private equity. The Group operates according to a balanced investment strategy Balanced Investment Strategy A portfolio allocation and management method aimed at balancing risk and return. Such portfolios are generally divided equally between equities and fixed-income securities. that consists in investing in companies at each stage in their development. Investments are made in the most buoyant sectors of the economy: telecommunications, information technologies, healthcare and biotechnology, media and communication, specialised distribution and services to businesses. The group includes 180 professionals, specialised by sector and spread over 9 countries in Europe, Israel, the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and Japan. Apax Partners manages more than EUR 12 billion on behalf of the world's largest investors. For more information, please visit the site: www.apax.com |
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