Friendly LRL Holdings Intends to Commence Cash Tender Offer for All Outstanding Shares...
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Friendly LRL Holdings Intends to Commence Cash Tender Offer for All
Outstanding Shares of Startech Environmental Corporation
GENEVA, June 29 /PRNewswire/ -- Friendly LRL Holdings LLC ("FLH"), announced
today that it has submitted a proposal to the Board of Directors of Startech
Environmental Corporation (OTC Bulletin Board: STHK)("Startech") to cause a
wholly-owned acquisition subsidiary of FLH ("Acquisition Corp."), to acquire
all of the outstanding shares of common stock of Startech for $0.65 per share
in cash, representing a 103% premium over Startech's closing price on June 29,
2009, a 84% premium over the average nine-month closing price and a 71%
premium over Startech's highest closing price at any time over the past six
months. The proposed transaction is an all cash offer with no financing
contingency. FLH has sufficient cash on hand to pay all of the consideration
in the proposed transaction.
The transaction would be structured as a cash tender offer at $0.65 per share,
without interest. Upon completion of the tender offer, it is expected that
shares not purchased in the tender offer would be acquired in a subsequent
merger at the same price of $0.65 per share in cash, without interest, as soon
as practicable after completion of the tender offer.
"We believe that this proposed transaction represents a compelling opportunity
for Startech shareholders to monetize their investment in Startech at a
substantial premium to Startech's current and nine-month average closing
price, with materially lower risk than if Startech proceeds on a stand-alone
basis," said Sergey Mitirev of FLH.
FLH has made multiple efforts to engage in meaningful discussions with
Startech regarding a negotiated transaction, and has now decided to bring its
offer directly to the Startech shareholders in view of Startech's
unwillingness to enter into transaction discussions to date. FLH remains
willing to discuss a negotiated transaction with Startech. "Our strong
preference is to engage with Startech to quickly reach a negotiated agreement
and deliver on the compelling value that our offer represents," said Mr.
Mitirev.
Any further delay in accepting FLH's proposal could prevent Startech's
shareholders and other constituents from realizing its benefits, particularly
given Startech's recent operating performance and financial condition as
reflected in its securities filings. "We place significant value on the
ability to close this transaction quickly, and there can be no assurance that
in the future FLH or any other buyer would pay the same high premium that we
are offering today," Mr. Mitirev wrote in his letter to Startech's Board.
Acquisition Corp. intends to promptly commence a tender offer to purchase all
of the outstanding common stock of Startech for $0.65 per share in cash. The
complete terms of the offer will be contained in materials to be filed with
the Securities and Exchange Commission. The tender offer will be subject to
customary conditions in a transaction of this type, including the condition
that a majority of Startech's shares of common stock then outstanding on a
fully diluted basis shall have been validly tendered and not withdrawn prior
to the expiration date of the tender offer, and is based on Startech's current
equity capitalization as reflected in its most recent securities filings.
FLH's proposal is an all-cash transaction with no significant anticipated
regulatory hurdles to completion.
The full text of the letter sent today to the Startech Board of Directors is
as follows:
June 29, 2009
Board of Directors
Startech Environmental Corporation
88 Danbury Road
Wilton, Connecticut 06897
Attention: Joseph F. Longo, Chairman
Dear Members of the Board:
We are very disappointed that Startech Environmental Corporation ("Startech")
has chosen not to meet with Friendly LRL Holdings, LLC ("FLH") and our
advisors or engage in any discussions regarding the proposal that we sent you
on June 9, 2009 to acquire all of the outstanding shares of capital stock of
Startech at a purchase price of $0.65 per share in cash (the "Proposed
Transaction"). The purchase price in the Proposed Transaction represents a
103% premium over Startech's closing price on June 29, 2009, a 84% premium
over Startech's nine-month average closing price and a 71% premium over
Startech's highest closing price at any time over the past six months. The
Proposed Transaction is not subject to any financing contingency, as we have
sufficient cash on hand to pay all of the consideration in the Proposed
Transaction. We also do not believe that there are any significant regulatory
impediments to the transaction.
We believe that the Proposed Transaction represents a compelling opportunity
for Startech shareholders to monetize their investment in Startech at a
substantial premium to Startech's current and nine-month average closing
price, with materially lower risk than if Startech proceeds on a stand-alone
basis. We believe that shareholders will find this offer extremely attractive
and hope that your board will take the opportunity to negotiate a transaction
that will facilitate the receipt by shareholders of the substantial value
represented by our offer.
In light of the important shareholder interests at stake, we believe that it
is imperative to bring our offer directly to the Startech shareholders given
your refusal to date to engage in meaningful discussions regarding a
negotiated transaction. Accordingly, please be advised that we intend to
promptly commence a tender offer to purchase all of the outstanding shares of
common stock of Startech for $0.65 per share in cash based on Startech's
current equity capitalization as reflected in its most recent public
securities filings. We believe that this all-cash offer is compelling for
Startech and its shareholders and, accordingly, we are making this letter
public simultaneously with its delivery to you.
Our strong preference is to engage with Startech's Board of Directors to
quickly reach a negotiated agreement and deliver on the compelling value that
our offer represents. We believe that Startech's shareholders would not be
well served by any further delay in negotiating and completing the proposed
transaction. Any further delay works against the interest of Startech's
shareholders given the Company's recent operating performance and financial
condition, particularly in light of the Company's disclosures in its Form 10-Q
filed on June 9, 2009, that there is substantial doubt as to the Company's
ability to continue as a going concern. We place significant value on the
ability to close this transaction quickly, and there can be no assurance that
in the future FLH or any other buyer would pay the same high premium that we
are offering today.
We are prepared to close this transaction quickly and are available to meet
and discuss any and all aspects of this proposal with you. If you are
interested in discussing a possible negotiated transaction, please contact us
as soon as possible.
Very truly yours,
FRIENDLY LRL HOLDINGS, LLC
By: /s/ Sergey Mitirev
Name: Sergey Mitirev
Its: Authorized Representative
Contact:
Morrow & Co., LLC
Stamford, CT
(800) 607-0088
DISCLAIMER: CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.
Statements in this press release that are not historical facts are
"forward-looking statements". Such forward-looking statements are inherently
subject to a variety of risks and uncertainties that could cause actual
results to differ materially from those projected. These risks and
uncertainties include, among others: the willingness of Startech to enter into
a definitive agreement with respect to the transaction with FLH or an
affiliate thereof, the willingness of Startech shareholders to tender their
shares in the tender offer and the number and timing of shares tendered, the
receipt of third party consents and approvals to the extent required for the
acquisition and the satisfaction of the conditions to the tender offer
described in the Offer to Purchase and related materials to be filed by FLH
with the Securities and Exchange Commission. This press release speaks only
as of its date, and FLH undertakes no obligation to update or revise these
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT. the tender offer described in
this announcement has not yet commenced. This announcement is FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT an offer to purchase nor a solicitation
of an offer to sell startech common stock. The solicitation and offer to
purchase startech's common stock will be made only through an offer to
purchase and related materials that flh intends to file with the securities
and exchange commission ("sec"). Investors and security holders are strongly
advised to read these materials carefully when they become available because
they will contain important information, including the terms and conditions of
the offer. The offer to purchase and related materials will be filed with the
SEC, and Investors and security holders may obtain a free copy of these
materials (when available) and other relevant documents on the SEC's website
at http://www.sec.gov. The offer to purchase and related materials may also
be obtained (when available) for free by contacting the information agent for
the tender offer, morrow & co., llc, at (203) 658-9400 or (800) 607-0088
(toll-free).
SOURCE Friendly LRL Holdings LLC
Morrow & Co., LLC, +1-800-607-0088 or +1-203-658-9400
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