Aegion (AEGN) Enters into Amended Merger Agreement with Affiliates of New Mountain Capital to Increase Consideration to $27 Per Share in Cash

Aegion Corporation (NASDAQ: AEGN) today announced that it has entered into an amendment to the definitive merger agreement with affiliates of New Mountain Capital, L.L.C. (“New Mountain”, and together with such affiliates “Buyer”), a leading growth-oriented investment firm headquartered in New York, to increase the consideration payable to holders of outstanding shares of Aegion common stock to $27.00 per share in cash from $26.00 per share in cash. The revised transaction price represents a total enterprise value of $995 million, including net debt. The revised per-share price represents a premium of 25.9% and 33.2% to Aegion’s closing share price and 30-day VWAP, respectively, as of February 12, 2021, the last trading day prior to announcing the definitive merger agreement with New Mountain.

The amendment, which was unanimously approved by Aegion’s Board of Directors, was negotiated between Aegion and the Buyer following the receipt by Aegion of an unsolicited, non-binding proposal from a third party to acquire all outstanding shares of Aegion common stock. Additionally, the Aegion Board of Directors, in consultation with its outside legal and financial advisors, determined that the third-party proposal was not, and could not reasonably be expected to result in, a “superior proposal” to the amended agreement with New Mountain.

In the amendment, as consideration for the increased purchase price, the break-up fee payable by Aegion in certain circumstances has increased from $30 million to $40 million. Further, the termination fee payable by Buyer to Aegion in certain circumstances has also increased from $60 million to $70 million.

The transaction remains subject to Aegion stockholder approval, regulatory approvals and other customary closing conditions and is expected to close in the second quarter of 2021. Aegion will schedule a Special Meeting of Stockholders to consider and vote on the proposed merger and amended merger agreement as soon as it is able to do so, and in doing so, intends to recommend that Aegion stockholders approve the proposed merger and amended merger agreement. Upon completion of the transaction, Aegion will become a privately held company and shares of Aegion common stock will no longer be listed on any public market.

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

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