Aegion (AEGN) Board of Directors Determines Unsolicited Third-Party Proposal Could Reasonably Be Expected to Result in a “Superior Proposal”

March 22, 2021 8:32 AM EDT
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Aegion Corporation (NASDAQ: AEGN) today announced that its Board of Directors has determined, after consultation with its outside legal and financial advisors, that an unsolicited, non-binding proposal received from a third party (the “Third Party”) (the “Third-Party Proposal”) could reasonably be expected to result in a “Superior Proposal” as defined in Aegion’s merger agreement, as amended, with affiliates of New Mountain Capital, L.L.C. (“New Mountain”) (the “New Mountain Merger Agreement”).

Under the terms of the Third-Party Proposal, the Third Party would acquire all outstanding shares of Aegion common stock for $28.50 per share in cash. The Third-Party Proposal, at this point, is non-binding and subject to diligence to be conducted, among other things. As a result of the Board’s determination, the Company plans to enter into a confidentiality agreement and engage in diligence activities and discussions with the Third Party.

Aegion previously announced on March 15, 2021, that it had entered into an amended merger agreement with New Mountain to acquire all outstanding shares of Aegion common stock for $27.00 per share in cash, in a transaction valued at approximately $995 million. Aegion remains subject to the New Mountain Merger Agreement.

There can be no assurance that the discussions with the Third Party will result in the Aegion Board’s determination that the Third-Party Proposal is in fact a Superior Proposal or the consummation of a transaction that is superior to the pending transaction with New Mountain. Further, there can be no assurance that the terms of any new transaction will be the same as those reflected in the Third-Party Proposal.

AdvisorsCenterview Partners LLC is serving as exclusive financial advisor to Aegion, and Shearman & Sterling LLP is serving as legal counsel.



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