SECURE Logo (CNW Group/SECURE Waste Infrastructure Corp.)
CALGARY, AB, April 8, 2025 /CNW/ - SECURE Waste Infrastructure Corp. ("SECURE") (TSX: SES), announced today its intention to commence a substantial issuer bid whereby SECURE will offer to purchase up to $200,000,000 (the "Offer") of its outstanding common shares (the "Shares") from holders of Shares (the "Shareholders"). As of April 7, 2025, there are 230,865,489 Shares issued and outstanding. The Offer will be for approximately 7.22% of the total number of issued and outstanding Shares if the purchase price is determined to be $12.00 (which is the minimum price per Share under the Offer) and approximately 5.97% of the total number of issued and outstanding Shares if the purchase price is determined to be $14.50 (which is the maximum price per Share under the Offer).
Substantial Issuer Bid Details
Subject to obtaining the necessary exemptive relief under applicable securities laws in Canada, the Offer will proceed by way of a "modified Dutch auction" that includes the ability for Shareholders to participate via a proportionate tender. Shareholders wishing to tender to the Offer will be entitled to do so pursuant to: (i) auction tenders in which the tendering Shareholder will specify both the number of Shares being tendered and the price at which such Shares are being tendered, at a price not less than $12.00 and not more than $14.50 per Share in increments of $0.05 per Share; (ii) purchase price tenders in which the Shareholder specifies only the number of Shares tendered at the Purchase Price (as defined below) to be determined pursuant to the Offer, or (iii) proportionate tenders in which the tendering Shareholder tenders all of the Shares held by such Shareholder, at the Purchase Price to be determined pursuant to the Offer, on the basis that SECURE will only purchase such number of Shares so tendered that will result in the Shareholder maintaining its proportionate Share ownership in SECURE following the completion of the Offer. Shareholders who validly tender Shares without specifying the method in which they are tendering their Shares, or who make an invalid proportionate tender, including tendering an insufficient number of Shares, will be deemed to have made a purchase price tender.
The purchase price (the "Purchase Price") to be paid by SECURE for each validly deposited Share will be determined upon expiry of the Offer and will be based on the number of Shares validly deposited and not withdrawn. The Purchase Price will be the highest price per Share (which will be not less than $12.00 per Share and not more than $14.50 per Share) which enables SECURE to purchase all of the Shares tendered pursuant to valid auction tenders and purchase price tenders, at the Purchase Price, after taking into account the number of Shares tendered pursuant to valid proportionate tenders, which aggregate amount shall not exceed an aggregate of $200,000,000. Shares deposited at or below the finally determined Purchase Price will be purchased at such Purchase Price. Shares that are not taken up in connection with the Offer, including Shares deposited pursuant to auction tenders at prices above the Purchase Price, will be returned to Shareholders that tendered to the Offer.
If the aggregate purchase price for Shares validly deposited and not withdrawn pursuant to auction tenders and purchase price tenders would collectively result in an aggregate purchase price in excess of the amount available for auction tenders and purchase price tenders, SECURE will purchase Shares from the Shareholders who made purchase price tenders or tendered their Shares at or below the finally determined Purchase Price on a pro rata basis, except that "odd lot" holders (holders of less than 100 Shares) will not be subject to proration. Regardless of proration, SECURE will always purchase at the Purchase Price such number of Shares from Shareholders making valid proportionate tenders that results in such tendering Shareholders maintaining their respective proportionate Share ownership in SECURE following completion of the Offer (subject to nominal differences due to the quantity of Shares purchased from such Shareholders being rounded down to the nearest whole number of Shares to avoid the purchase of fractional Shares).
The Offer is expected to commence on April 9, 2025, and will remain open for acceptance until 5:00 p.m. (Eastern Time) on May 14, 2025, unless withdrawn, extended or varied by SECURE and remains subject to obtaining the necessary exemptive relief under applicable securities laws in Canada. The Offer will not be conditional upon any number of Shares being tendered. The Offer will, however, be subject to other conditions and SECURE will reserve the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Shares, certain events occur as described in the formal offer to purchase and issuer bid circular and other related documents (the "Offer Documents"). SECURE expects to fund the purchase of Shares pursuant to the Offer, including all related fees and expenses, from drawdowns on SECURE's existing revolving credit facility and available cash on hand, if any.
On April 7, 2025, the last full trading day prior to the announcement of SECURE's intention to commence and the terms of the Offer by SECURE, the closing price of the Shares on the TSX was $12.63 per Share.
The Board believes that the Offer is a prudent use of SECURE's financial resources given SECURE's business profile and assets, the current market price of the Shares and SECURE's ongoing cash requirements. The Board also believes that the Offer will provide Shareholders with the option to access additional liquidity with respect to their Shares. The Offer provides SECURE with the opportunity to return up to $200 million of capital to Shareholders who elect to tender while at the same time increasing the proportionate share ownership of Shareholders who do not elect to tender.
Details of the Offer, including instructions for tendering Shares to the Offer and the factors considered by the Board in making its decision to approve the Offer, will be included in the Offer Documents, which are expected to be mailed to Shareholders on or about April 9, 2025, and concurrently filed with applicable Canadian Securities Administrators, and made available free of charge on SECURE's SEDAR+ profile at www.sedarplus.com. Shareholders should carefully read the Offer Documents prior to making a decision with respect to the Offer.
The Board has obtained a liquidity opinion from Scotia Capital Inc. ("Scotiabank") to the effect that, based on and subject to the qualifications, assumptions and limitations stated in such opinion, a liquid market for the Shares exists as of April 7, 2025, and that it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for the Shareholders who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer. A copy of the opinion of Scotiabank will be included in the Offer Documents.
SECURE has engaged Scotiabank to act as dealer manager and financial advisor, and Odyssey Trust Company ("Odyssey") to act as depositary, in connection with the Offer. McCarthy Tétrault LLP is acting as SECURE's legal advisor in connection with the Offer.
The Board has approved the Offer. However, none of SECURE, the Board, Scotiabank, in its capacity as dealer manager and financial advisor, or Odyssey, in its capacity as the depositary, makes any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares. Shareholders are urged to evaluate carefully all information contained in the Offer Documents, consult their own financial, legal, investment and tax advisors and make their own decisions as to whether to deposit Shares under the Offer, and, if so, how many Shares to deposit and at what price(s).
SECURE has suspended its current normal course issuer bid in light of the Offer such that no purchases will be completed under its normal course issuer bid or its automatic securities purchase plan until the Offer is completed.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares will only be made pursuant to the Offer Documents.
Any questions or requests for information regarding the Offer should be directed to Odyssey, as the depositary at: corp.actions@odysseytrust.com, or Scotiabank, as the dealer manager at: SecureSIB@scotiabank.com.
Forward Looking Statements
This press release may contain forward-looking information within the meaning of applicable securities regulation. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. These statements include, without limitation, statements regarding SECURE's intentions and expectations with respect to the Offer; the terms and conditions of the Offer, including the aggregate number and dollar amount of Shares to be purchased for cancellation under the Offer, the expected expiration date of the Offer, method by which SECURE will fund the Offer and purchases thereunder and the effects of purchases under the Offer; receipt by SECURE of exemptive relief from applicable Canadian Securities Administrators to conduct the Offer on the proposed terms; expectations with respect to the timing of mailing and filing the Offer Documents and intentions with respect to SECURE's normal course issuer bid and automatic securities purchase plan. Purchases made under the Offer are not guaranteed and may be suspended at the discretion of the Board. SECURE believes the expectations reflected in the forward-looking statements in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties that may cause the results or events mentioned in this press release to differ materially from those that are discussed in or implied by such forward-looking information. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to those factors referred to under the heading "Risk Factors" in SECURE's Annual Information Form for the year ended December 31, 2024, which is available on SEDAR+ at www.sedarplus.com.
Although forward-looking statements contained in this press release are based upon what SECURE believes are reasonable assumptions, SECURE cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are expressly qualified by this cautionary statement. Unless otherwise required by law, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta. SECURE's extensive infrastructure network located throughout western Canada and North Dakota includes waste processing and transfer facilities, industrial landfills, metal recycling facilities, crude oil and water gathering pipelines, crude oil terminals and storage facilities. Through this infrastructure network, SECURE carries out its principal business operations, including the collection, processing, recovery, recycling and disposal of waste streams generated by our energy and industrial customers and gathering, optimization, terminalling and storage of crude oil and natural gas liquids. The solutions SECURE provides are designed not only to help reduce costs, but also lower emissions, increase safety, manage water, recycle by-products and protect the environment.
SECURE's shares trade under the symbol SES and are listed on the Toronto Stock Exchange.
