MORRISTOWN, N.J., July 14, 2021 /PRNewswire/ -- Covanta
Holding Corporation (NYSE: CVA), a world leader in sustainable
waste and energy solutions, today announced that it has entered
into a definitive agreement with EQT Infrastructure ("EQT"),
whereby EQT will acquire all shares of Covanta common stock for
$20.25 per share. The purchase price
represents an approximately 37% premium to Covanta's unaffected
share price of $14.78 on June 8th, the day prior to initial media
speculation of a transaction. The acquisition is subject to
Covanta shareholder approval, as well as customary government
approvals, and is expected to close in the fourth quarter of this
year. The agreement resulted from a competitive sale process and is
not subject to a financing condition.
"We are pleased to announce this agreement with EQT," said
Michael Ranger, Covanta President
and CEO. "Our comprehensive analysis during the past nine months
has been singularly focused on enhancing value for our
shareholders. EQT certainly recognizes the value we see in our
business, and this transaction represents an excellent outcome of
our strategic review. Furthermore, as an organization dedicated to
sustainability and environmental stewardship, EQT shares our vision
for a safer, cleaner and more prosperous future through sustainable
waste management thereby ensuring no waste is ever wasted. We
couldn't ask for a better partner as we embark on this next phase
of our company's evolution, delivering on our goal of building a
sustainable future for all stakeholders."
Covanta is the world's leading waste-to-energy provider,
operating facilities in North
America, Europe and the UK.
Annually, Covanta's 40 plus facilities process approximately 21
million tons of waste from municipalities and businesses and
convert it into renewable electricity to power over one million
homes.
Following the completion of the acquisition, EQT will work with
Covanta's management team to build upon its impressive strengths
including its portfolio of assets that provide essential waste
services to municipalities and commercial customers, its long-term
community relationships, as well as its numerous growth
opportunities, including through a robust UK project pipeline of
new waste-to-energy infrastructure and Covanta's Environmental
Solutions platform. Covanta will maintain its corporate
headquarters in Morristown, New
Jersey and its management team is expected to remain in
place.
Alex Darden, Partner within EQT
Infrastructure's Advisory Team, said, "EQT and Covanta are proven
business leaders who share a like-minded approach to environmental
stewardship, and this acquisition aligns directly with EQT's
thematic approach of investing in sustainable businesses that have
a positive impact on society. EQT is excited to partner with the
entire Covanta team and to invest in organizational, operational,
and digital technology initiatives that will enhance Covanta's
ability to provide sustainable solutions to growing waste
challenges. As a responsible investor, EQT is committed to working
with Covanta on transforming and supporting the energy transition
and circular economy across its local communities."
Sam Zell, Covanta's Chairman of
the Board, commented, "This agreement represents the successful
completion of many months of work by members of Covanta's senior
leadership team as they executed the in-depth review of the
company's operations, growth priorities and capital structure
announced in October of last year. This fulsome effort culminated
in a competitive process that we believe provides the best
risk-adjusted value for shareholders."
BofA Securities acted as financial advisor to Covanta and
Debevoise & Plimpton LLP provided legal counsel.
About Covanta
Covanta is a world leader in providing sustainable waste and
energy solutions. Annually, Covanta's modern Waste-to-Energy
("WtE") facilities safely convert approximately 21 million tons of
waste from municipalities and businesses into clean, renewable
electricity to power one million homes and recycle 600,000 tons of
metal. Through a vast network of treatment and recycling
facilities, Covanta also provides comprehensive industrial material
management services to companies seeking solutions to some of
today's most complex environmental challenges. For more
information, visit www.covanta.com.
About EQT
EQT is a purpose-driven global investment organization with more
than EUR 67 billion in assets under
management across 26 active funds. EQT funds have portfolio
companies in Europe, Asia-Pacific and the Americas with total sales
of approximately EUR 29 billion and
more than 175,000 employees. EQT works with portfolio companies to
achieve sustainable growth, operational excellence and market
leadership.
More info: www.eqtgroup.com
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Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute
"forward-looking" statements as defined in Section 27A of the
Securities Act of 1933 (the "Securities Act"), Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"), the Private
Securities Litigation Reform Act of 1995 (the "PSLRA") or in
releases made by the Securities and Exchange Commission ("SEC"),
all as may be amended from time to time. Forward-looking statements
are those that address activities, events or developments that we
or our management intend, expect, project, believe or anticipate
will or may occur in the future. They are based on management's
assumptions and assessments in light of past experience and trends,
current economic and industry conditions, expected future
developments and other relevant factors. They are not guarantees of
future performance or actual results. Developments and business
decisions may differ from those envisaged by our forward-looking
statements. Forward-looking statements, including, without
limitation, statements with respect to the consummation of the
transaction with EQT, involve known and unknown risks,
uncertainties and other important factors that could cause the
actual results, performance or achievements of Covanta Holding
Corporation ("Covanta"), its subsidiaries and joint ventures or
industry results, to differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements, in particular, the announced business
combination with EQT depends on the satisfaction of the closing
conditions to the business combination, and there can be no
assurance as to whether or when the business combination will be
consummated. For additional information see the Cautionary Note
Regarding Forward-Looking Statements in the Company's 2020 Annual
Report on Form 10-K as well as Risk Factors in the Company's most
recent Quarterly Report on Form 10-Q for the period ended
March 31, 2021.
Where to Find Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger between
Covanta and affiliates of EQT Infrastructure. In connection
with the proposed merger, Covanta intends to file a proxy statement
with the SEC. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Security holders may obtain a free copy of
the proxy statement (when available) and other documents filed by
Covanta with the SEC at http://www.sec.gov. Free copies of the
proxy statement, once available, and Covanta's other filings with
the SEC, may also be obtained from the respective companies. Free
copies of documents filed with the SEC by Covanta will be made
available free of charge on Covanta's investor relations website at
https://investors.covanta.com/.
Participants in the Solicitation
Covanta and its directors and executive officers may be deemed
to be participants in the solicitation of proxies of Covanta's
stockholders in respect of the proposed merger. Information about
the directors and executive officers of Covanta is set forth in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC
on February 19, 2021.
Stockholders may obtain additional information regarding the
interest of such participants by reading the proxy statement
regarding the proposed merger when it becomes available.
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SOURCE Covanta Holding Corporation