Form DEFA14A Aegion Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

April 14, 2021 (April 13, 2021)

Date of Report (Date of earliest event reported)

AEGION CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)		001-35328 (Commission File Number)	45-3117900 (I.R.S. Employer Identification No.)
17988 Edison Avenue Chesterfield, Missouri (Address of Principal Executive Offices)			63005 (Zip Code)
	(636) 530-8000 (Registrant’s telephone number, including area code)

 

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[☒] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Shares, $0.01 par value	AEGN	The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01

Entry Into A Material Definitive Agreement.

On April 13, 2021, Aegion Corporation, a Delaware corporation (the “Company”), Carter Intermediate Inc., a Delaware corporation (“Parent”), and Carter Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), entered into Amendment No. 2 (the “Amendment”) to the previously announced Agreement and Plan of Merger, dated as of February 16, 2021 (the “Original Merger Agreement”), as amended by that certain Amendment No. 1, dated March 13, 2021 (the “Amended Merger Agreement,” and, as amended by the Amendment, the “Merger Agreement”), by and among the Company, Parent and Merger Sub.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent.

The Amendment increases the merger consideration payable to holders of Aegion common stock by providing that, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), issued and outstanding as of immediately prior to the effective time of the Merger (other than shares of Common Stock (i) held in the treasury of the Company or owned by any direct or indirect wholly-owned subsidiary of the Company, (ii) owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of Parent or (iii) for which appraisal rights have been properly demanded in writing in accordance with the General Corporation Law of the State of Delaware) will be cancelled and automatically converted into the right to receive $30.00 in cash, without interest and subject to applicable withholding (the “Merger Consideration”). Under the Amended Merger Agreement, the Merger Consideration was $27.00 in cash, without interest.

The Amendment also amends the date by which the closing of the transaction must occur from August 16, 2021 to June 15, 2021 (the “Outside Date”) and further provides that the Company may extend the Outside Date to a date on or before August 16, 2021 by written notice to Parent.

The Amendment also increases, from $40 million to $50 million, the termination fee the Company will be required to pay to Parent if the Merger Agreement is terminated (i) by Parent or the Company due to the Merger not occurring by the Outside Date or by Parent due to the Company’s material breach of the Merger Agreement and, in each case, an acquisition proposal has been publicly made or made known to the Board of Directors of the Company (the “Company Board”) prior to the Company stockholders’ meeting (if held) or the termination of the Merger Agreement (if the Company stockholders’ meeting is not held), and within 12 months of termination the Company consummates a transaction with respect to such acquisition proposal (or any acquisition proposal that would have otherwise constituted an acquisition proposal if announced or made known to the Company Board prior to termination of the Merger Agreement), (ii) by either party due to a failure to receive the necessary approval from the Company’s stockholders and an acquisition proposal has been publicly made prior to the Company stockholders’ meeting and within 12 months of termination the Company consummates a transaction with respect to such acquisition proposal (or any acquisition proposal that would have otherwise constituted an acquisition proposal if announced or made known to the Company Board prior to termination of the Merger Agreement), (iii) by the Company to enter into an agreement with respect to a superior proposal from a competing buyer, (iv) by Parent due to the Company Board changing its recommendation in response to a superior proposal from a competing buyer or by (v) Parent for the Company’s breach, in any material respect, of its covenant not to solicit acquisition proposals from third parties.

 

The Amendment also increases, from $70 million to $90 million, the termination fee Parent will be required to pay to the Company if the Merger Agreement is terminated by the Company if (i) the mutual closing conditions and Parent’s closing conditions (other than those to be satisfied at closing) have been satisfied, (ii) the Company certifies to Parent in writing that the Company’s closing conditions (other than those to be satisfied at closing) have been satisfied or are waived and that the Company stands ready to close for three business days immediately thereafter, (iii) the Company remains ready to close for such three day business period and (iv) Parent and Merger Sub fail to consummate the Merger within such three business day period.

Parent has also, contemporaneously with the execution of the Amendment, delivered to the Company (i) an amended equity commitment letter entered into with New Mountain Partners VI, L.P. (“New Mountain”) to cover the additional aggregate Merger Consideration required to be paid by Parent in connection with the Merger as a result of the Amendment and which, together with the debt financing commitment delivered by Parent in connection with signing of the Original Merger Agreement, commit sufficient funds to Parent to consummate the Transactions and (ii) an amended limited guarantee in favor of Parent, pursuant to which New Mountain has guaranteed certain of Parent’s obligations, including payment of any termination fee Parent is required to pay pursuant to the terms of the Merger Agreement up to the amount of the increased termination fee provided for in the Amendment.

All other material terms of the Merger Agreement, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K dated February 17, 2021, except as amended by that certain Amendment No. 1, which was previously filed by the Company as Exhibit 2.1 to the Current Report on Form 8-K dated March 15, 2021, remain the same.

The foregoing summary description of the Amendment is subject to and qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1, and the terms of which are incorporated herein by reference.

Item 8.01

Other Events.

On April 14, 2021, the Company issued a press release announcing that it had entered into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof.

 

 

Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other conditions to the consummation of the merger under the merger agreement may not be satisfied, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent the Company from specifically enforcing the obligations of Carter Intermediate, Inc. (Parent) and its wholly owned subsidiary, Carter Acquisition, Inc. (Merger Sub), under the merger agreement or recovering damages for any breach by Parent or Merger Sub; (2) the effects that any termination of the merger agreement may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on the Company’s and its business, including the risks that as a result (a) the Company’s business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on the Company’s ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against the Company and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated or supplemented by subsequent reports that the Company has filed or files with the SEC. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Parent nor the Company assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

 

Additional Information and Where to Find It

 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between Merger Sub and the Company. In connection with the proposed transaction, the Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor Relations at [email protected] or 1.800.325.1159.

 

 

Participants in Solicitation

 

The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its annual report on Form 10-K filed with the SEC on March 10, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

 

Item 9.01

Financial Statements and Exhibits.

 

	(d)
	Exhibit No.		Description
	2.1		Amendment No. 2 to the Agreement and Plan of Merger, dated as of April 13, 2021, among Carter Intermediate, Inc., Carter Acquisition, Inc. and Aegion Corporation, filed herewith.
	99.1		Press Release of Aegion Corporation dated April 14, 2021, filed herewith.

 

 

 

 

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REGISTRANT:
	AEGION CORPORATION.
Date:  April 14, 2021	By: /s/ Mark. A. Menghini
	Mark A. Menghini
	Senior Vice President, General Counsel and Secretary

 

 

 

6

Exhibit 2.1

 

EXECUTION VERSION

 

 

AMENDMENT NO. 2 TO

AGREEMENT AND PLAN OF MERGER

 

This AMENDMENT NO. 2 (this “Amendment”) is made as of April 13, 2021, by and among Carter Intermediate Inc., a Delaware corporation (“Parent”), Carter Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Aegion Corporation, a Delaware corporation (the “Company”, and together with Parent and Merger Sub, the “Parties”).

 

RECITALS

WHEREAS, the Parties have entered into an Agreement and Plan of Merger, dated as of February 16, 2021, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 13, 2021 (the “Original Agreement” and, as amended by this Amendment, the “Agreement”);

WHEREAS, capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed to such terms in the Agreement;

WHEREAS, the Parties desire to amend the Original Agreement as set forth in this Amendment to memorialize their mutual agreement with respect to the matters set forth herein;

WHEREAS, the Board of Directors of the Company has unanimously (i) determined that the Agreement and the Transactions are fair to and in the best interests of the Company and the Company’s stockholders, (ii) approved and declared advisable the Agreement and the Transactions, (iii) authorized and approved the execution and delivery by the Company of this Amendment and performance by the Company of the Agreement and the consummation of the Transactions upon the terms and subject to the conditions set forth therein, (iv) resolved, subject to the terms of the Agreement, to recommend the adoption of the Agreement by the stockholders of the Company and (v) directed that the Agreement be submitted to a vote of the stockholders of the Company; and

WHEREAS, concurrently with the execution and delivery of this Amendment, the parties to the Equity Commitment Letter and the parties to the Parent Guarantee are entering into amendments to such agreements.

NOW, THEREFORE, in consideration of the foregoing, and of the agreements contained herein, the Parties hereby agree as follows:

1.

Amendments.

(a)       Section 3.01(a) of the Original Agreement is hereby amended and restated in its entirety as set forth immediately below:

“Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a “Share” and collectively, the “Shares”), other than any Excluded Shares and any Dissenting Shares, shall be cancelled and shall cease to exist and shall be converted automatically solely into the right to receive $30.00 in cash, without interest and subject to applicable withholding in accordance with Section 3.07 (the “Merger Consideration”). The Merger Consideration is payable in accordance with Section 3.02(b).”

 

(b)       Section 9.01(c)(i) of the Original Agreement is hereby amended and restated in its entirety as set forth immediately below:

“the Effective Time shall not have occurred on or before June 15, 2021 (as such date may be extended (i) pursuant to the terms of this Agreement, (ii) by the Company to a date on or before August 16, 2021 by written notice to Parent delivered on or before June 15, 2021 or (iii) by the mutual written consent of the Company or Parent, the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.01(c)(i) shall not be available to Parent if its breach of any representations or warranties or any agreements or covenants under this Agreement primarily caused or primarily resulted in the failure of the Effective Time to occur on or before such date;”

(c)       Section 9.03(a)(i) of the Original Agreement is hereby amended and restated in its entirety as set forth immediately below:

“(A) (x) by the Company or Parent pursuant to Section 9.01(b)(ii), (y) by Parent pursuant to Section 9.01(c)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held) or Section 9.01(c)(iii) or (z) by the Company pursuant to Section 9.01(d)(i) (and only in circumstances where the Company Stockholders’ Meeting has not been held), (B) after the date of this Agreement an Acquisition Proposal shall have been (x) publicly made (in the case of clauses (A)(x), (A)(y) or (A)(z)), or (y) made known to the Company Board (in the case of clauses (A)(y) or (A)(z) only), and not withdrawn prior to (i) the Company Stockholders’ Meeting (if the Company Stockholders’ Meeting was held) or (ii) such termination (if the Company Stockholders’ Meeting was not held) and (C) within twelve (12) months following the Termination Date the Company consummates a transaction contemplated by any such Acquisition Proposal or that would have otherwise constituted an Acquisition Proposal if announced or made known to the Company Board prior to the Termination Date, then, the Company shall pay to Parent (or its designee) the amount of $50,000,000 (the “Company Termination Fee”) in accordance with Section 9.03(b);”

(d)       Section 9.03(a)(iii) of the Original Agreement is hereby amended and restated in its entirety as set forth immediately below:

“by the Company pursuant to Section 9.01(d)(iv), then Parent shall pay or cause to be paid to the Company the amount of $90,000,000 (the “Parent Termination Fee”) in accordance with Section 9.03(b).”

2.       Except as expressly set forth herein, the Original Agreement shall remain unmodified and in full force and effect. On and after the date hereof, each reference in the Original Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import will mean and be a reference to the Original Agreement as amended by this Amendment.

 

3.       The provisions of Article X (General provisions) of the Original Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis.

*       *       *       *       *

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first written above.

 

	AEGION CORPORATION
	By	/s/ Charles R. Gordon
		Name:	Charles R. Gordon
		Title:	President and Chief Executive Officer

 

 

 

 

 

 

 

[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]

 

 

 

	CARTER INTERMEDIATE, INC.
	By	/s/ A. Joe Delgado
		Name:	A. Joe Delgado
		Title:	President

 

 

 

	CARTER ACQUISITION, INC.
	By	/s/ A. Joe Delgado
		Name:	A. Joe Delgado
		Title:	President

 

 

 

[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]

Exhibit 99.1

 

 

Aegion Enters into Amended Merger Agreement with Affiliates of New Mountain Capital to Increase Consideration to $30.00 Per Share in Cash

All-Cash Transaction Valued at Approximately $1.1 Billion

Aegion Board of Directors Recommends Voting “FOR” Approval of Amended Merger Agreement at Upcoming May 14 Stockholder Meeting

 

ST. LOUIS – April 14, 2021 – Aegion Corporation (NASDAQ: AEGN) today announced that it has entered into a second 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 $30.00 per share in cash from $27.00 per share in cash.

 

The revised transaction price represents a total enterprise value of $1.1 billion, including net debt. The revised per-share price represents a premium of 40% and 48% 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.

 

Pursuant to the amendment, as consideration for the increased purchase price, the break-up fee payable by Aegion in certain circumstances has increased from $40 million to $50 million. The termination fee payable by Buyer to Aegion in certain circumstances has also increased from $70 million to $90 million.

 

In evaluating this amendment, in consultation with its outside legal and financial advisors, Aegion’s Board of Directors gave due consideration to a revised proposal received from an unsolicited third party (the “Third Party”) (the “Third-Party Proposal”) to acquire 100% of the shares of Aegion for $30.00 per share in cash. The Third-Party Proposal followed discussions and negotiations between the Third Party and management in the last few weeks following the disclosure on March 22, 2021 of the Board’s determination that an unsolicited proposal from the Third Party for $28.50 per share in cash could reasonably be expected to result in a “Superior Proposal.” In making its decision, the Board carefully assessed the relative benefits and risks of the revised proposals from both New Mountain and the Third Party. The Board determined that, based on the consideration payable to stockholders and the superior certainty and anticipated timing to close the transaction with New Mountain, Aegion’s entry into the amendment with New Mountain is in the best interests of Aegion’s stockholders.

 

Aegion Board Recommends Vote “FOR” New Mountain Agreement

Aegion’s Board of Directors recommends that Aegion stockholders vote to approve the amended New Mountain Merger Agreement and related proposals at the special meeting of Aegion stockholders scheduled for May 14, 2021. Stockholders of record as of March 31, 2021, are entitled to vote at that meeting.

 

Aegion stockholders who have questions about the merger or the special meeting, or who wish to obtain copies of the proxy statement, proxy cards or other documents relating to the special meeting, may contact Innisfree M&A Incorporated, Aegion’s proxy solicitor, by calling (877) 687-1874 toll-free if located in the U.S. or Canada, or +1 (412) 232-3651 if located elsewhere.

 

 

Advisors

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

About Aegion Corporation (NASDAQ: AEGN)

Aegion combines innovative technologies with market-leading expertise to maintain, rehabilitate and strengthen infrastructure around the world. For 50 years, the Company has played a pioneering role in finding innovative solutions to rehabilitate aging infrastructure, primarily pipelines in the wastewater, water, energy, mining and refining industries. Aegion also maintains the efficient operation of refineries and other industrial facilities. Aegion is committed to Stronger. Safer. Infrastructure.®

 

More information about Aegion can be found at www.aegion.com.

 

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the merger, including the risks that (a) the merger may not be consummated within the anticipated time period, or at all, (b) the parties may fail to obtain stockholder approval of the merger agreement, (c) the parties may fail to secure the termination or expiration of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other conditions to the consummation of the merger under the merger agreement may not be satisfied, and (e) the significant limitations on remedies contained in the merger agreement may limit or entirely prevent the Company from specifically enforcing the obligations of Carter Intermediate, Inc. (Parent) and its wholly owned subsidiary, Carter Acquisition, Inc. (Merger Sub), under the merger agreement or recovering damages for any breach by Parent or Merger Sub; (2) the effects that any termination of the merger agreement may have on the Company or its business, including the risks that (a) the Company’s stock price may decline significantly if the merger is not completed, (b) the merger agreement may be terminated in circumstances requiring the Company to pay Parent a termination fee, or (c) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the merger; (3) the effects that the announcement or pendency of the merger may have on the Company’s and its business, including the risks that as a result (a) the Company’s business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including, customers, franchisees and suppliers) may be adversely affected, or (e) the Company’s management’s or employees’ attention may be diverted from other important matters; (4) the effect of limitations that the merger agreement places on the Company’s ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against the Company and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated or supplemented by subsequent reports that the Company has filed or files with the SEC.

 

 

Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Neither Parent nor the Company assumes any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed merger between Merger Sub and the Company. In connection with the proposed transaction, the Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the Company at the SEC’s website at www.sec.gov. Copies of the proxy statement (when they become available) and the filings that will be incorporated by reference therein may also be obtained, without charge, by contacting the Company’s Investor Relations at [email protected] or 1.800.325.1159.

 

Participants in Solicitation

The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its Annual Report on Form 10-K filed with the SEC on March 10, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC (when they become available). These documents can be obtained free of charge from the sources indicated above.

 

For more information, contact:
Aegion Corporation
Katie Cason
Senior Vice President, Strategy and Communications
636-530-8000 
[email protected]

 

 

 

 

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