(RTTNews) - Waste management company Clean Harbors, Inc. (CLH: News ) said Wednesday that it has agreed to buy Canada's Eveready Inc. (EIS.TO: News ) for US$387 million, including $220 million of debt, to expand service offerings in its existing U.S. as well as Canadian locations and gain its first foothold in markets beyond North America.

As per the terms of the agreement, Clean Harbors will buy Eveready through a combination of cash, stock and assumed debt, based on an agreed upon price for Clean Harbors' common stock of US$48.81 per share.

Under the deal, Norwell, Massachusetts-based Clean Harbors will acquire all of Eveready's outstanding common stock in exchange for US$49 million in cash, or US$2.64 for each Eveready share, US$118 million in Clean Harbors' common stock consisting of 2.4 million shares (a ratio of 0.1304 Clean Harbors shares for each Eveready share), and the assumption of about US$220 million of Eveready debt. The deal represents a 217% premium to Eveready's closing trading price of C$3.47 on Tuesday.

Executive officers and shareholders holding 26% of Eveready shares have entered into a voting and lock-up agreement with Clean Harbors, under which they agreed to vote their shares in favor of the acquisition, Clean Harbors said.

The deal is expected to close during the third quarter of 2009. Clean Harbors expects the acquisition to be immediately accretive, excluding any one-time fees and acquisition-related expenses.
Eveready, which provides industrial maintenance and oilfield production services from 79 locations in the United States, Canada, and internationally, currently employs more than 2,100 people and operates a service fleet of over 2,400 truck and trailer units. The company generated C$651 million (US$614 million) in revenues and C$109 million (US$103 million) of EBITDA in 2008.

Alan McKim, Clean Harbors' Chairman and Chief Executive Officer, said, "The acquisition of Eveready greatly enhances our presence in the attractive industrial services market and broadens the range of services we can offer customers of both companies. We envision substantial cross-selling opportunities with Eveready's blue-chip customer base, particularly with respect to refineries and other energy companies."

Clean Harbors shares are currently trading on the NYSE at $49.84, up $3.60 or 7.79%, while Eveready shares are currently trading on the TSX at C$10.15, up C$6.68 or 192.51%.

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by RTT Staff Writer

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