HOUSTON
— Gundle/SLT Environmental, Inc. (NYSE: GSE), a leading
global provider of geosynthetic lining solutions, products
and services, and GEO Holdings Corp., a newly formed entity
indirectly controlled by Code Hennessy & Simmons LLC (CHS),
jointly announced today they have entered into a merger agreement
under which all publicly traded shares of GSE’s common
stock are to be converted into cash at the rate of $18.50
per share. Upon completion of the merger, GSE will be wholly
owned by CHS.
Samir Badawi, Chairman and Chief Executive
Officer of GSE said, “We are pleased about joining the
CHS organization. We are looking forward to working with CHS
and exploring additional opportunities to enhance our growth.
This agreement is the result of a thorough examination of
the Company’s various strategic alternatives. While
we will have a new owner, our business commitments will continue
as usual to satisfy our customer needs, our staff development
and our relations with our suppliers.”
“As a global leader in the geosynthetic
lining solutions industry, Gundle/SLT Environmental provides
an excellent investment platform for CHS,” said Dan
Hennessy, Partner at Code Hennessy & Simmons. “The
Company’s success is built upon a foundation of technical
innovation and outstanding customer service all overseen by
a world-class management team. We are very pleased and excited
to have the opportunity to work with the entire GSE team to
build and grow the business through investments in new products
and new markets.”
Under the merger agreement, certain GSE executives
will enter into new employment contracts with GSE upon completion
of the merger. A portion of their outstanding options to acquire
shares of GSE’s common stock will be converted into
options to purchase shares of GEO Holdings Corp. estimated
to represent approximately 8% of GSE’s post-merger fully
diluted shares. All other outstanding options to purchase
GSE common stock will be converted in the merger into cash
in an amount equal to the per share “in the money”
value of each option.
Consummation of the merger is subject to
the conclusion of certain financing arrangements by CHS, to
any necessary antitrust clearances under federal and foreign
laws, approval of the merger by the shareholders of GSE and
to other customary conditions. The boards of both companies
have previously unanimously approved the merger agreement
and the proposed merger. Wembley, Ltd., the holder of approximately
40% of GSE’s outstanding common stock has entered into
a voting agreement with CHS agreeing to support the proposed
merger and to vote for it. Harris, Williams & Co. served
as financial advisor to the Company in this transaction.
Gundle/SLT Environmental, Inc. headquartered
in Houston, is a global manufacturer and marketer of geosynthetic
lining solutions, products and services used in the containment
and management of solids, liquids and gases for organizations
engaged in waste management, mining, water and wastewater
treatment, and aquaculture. Additional information is available
at www.gseworld.com.
Founded in 1988, Code Hennessy & Simmons
LLC is a private equity firm that manages approximately $1.5
billion in capital in four funds. CHS focuses on building
shareholder value in middle-market manufacturing, distribution
and service companies through strong relationships with management
teams and sound investment strategies. |