- Emissions control solutions provider Advanced Emissions Solutions ( NASDAQ: ADES ) entered into a definitive merger agreement with Arq.
- ADES is set to issue 19.3M shares to existing Arq equity holders in exchange for all of their equity interests.
- The shareholders of Advanced Emissions may elect to receive up to an aggregate of $10.0M of cash proceeds, or $0.52 per share, or 1.11 shares of the combined company.
- ADES shareholders will retain at least 47.4% of the outstanding shares and could increase up to 49.5% based upon 100% equity elections.
- Post the merger completion, the company will complete a private investment in public equity from the current Arq shareholders for an additional capital investment of $20.0M.
- The combined company is projected to generate annual revenue of $196M and annual EBITDA of $61M by 2026.
- The merger completion is subject to customary conditions.
- ADES intends to increase the number of its authorized shares from 100M to 125M after the completion of the merger, subject to shareholder approval.
- The merger is expected to close in Q4 or Q1 FY23.
- Source: Press Release
For further details see:
Advanced Emissions Solutions to merge with Arq