LAWRENCEVILLE, N.J., Jan. 14 /PRNewswire/ -- Envirogen, Inc.
(Nasdaq: ENVG) (ENVIROGEN) announces that in connection with its previously
disclosed letter of intent to acquire Fluid Management, Inc. (FMI) of
Pewaukee, Wisconsin, ENVIROGEN and FMI have executed an Agreement and Plan of
Merger providing for the merger of FMI into ENVIROGEN. Financial terms of the
acquisition, also previously disclosed, include the payment by ENVIROGEN of
approximately $11 million in cash and the issuance of approximately
4.2 million shares of ENVIROGEN common stock, in each case subject to
adjustment as provided in the Merger Agreement.
In a related transaction, ENVIROGEN announces that it has entered into a
Securities Purchase Agreement with Warburg, Pincus Ventures, L.P. to finance
the cash portion of the acquisition and supplement the working capital of the
combined enterprise. Under the terms of the Securities Purchase Agreement,
ENVIROGEN will issue approximately 6.1 million shares of ENVIROGEN common
stock to Warburg, Pincus Ventures at an aggregate purchase price of
$16 million.
The shares issuable to the FMI stockholders and Warburg, Pincus Ventures
will have the benefit of certain registration rights, but will be restricted
from public resale for a period of one year from the date of closing. The
closings of both transactions are scheduled to occur concurrently and are
subject to customary conditions, including the satisfactory operating results
of FMI and ENVIROGEN prior to closing and the receipt of necessary stockholder
and regulatory approvals. ENVIROGEN intends to mail to stockholders its
definitive proxy statement following SEC review.
Dr. Harch Gill, President and CEO of ENVIROGEN, commented, "FMI's strength
in project management and on-site engineering along with its strong cash flow
fit exceptionally well with ENVIROGEN's technology-based environmental system
and service capabilities. I look forward to the final completion of this
transaction and joining the strengths of the two organizations into an
extremely well-positioned environmental services firm."
FMI is a full-service environmental consulting and engineering firm with
offices in Pewaukee, La Crosse, Ashwaubenon and Mosinee, Wisconsin and Geneva,
Illinois. In 1995, FMI reported gross sales of $21.4 million and pre-tax
income of $4.6 million.
ENVIROGEN (Nasdaq: ENVG) is a leading technology-based environmental
systems and services company that provides solutions to industrial effluent
and hazardous waste remediation problems. The Company also designs and
implements vapor extraction and other integrated systems for the on-site
treatment of organic contaminants in soils and groundwater.
SOURCE Envirogen, Inc.
CO: Envirogen, Inc.; Fluid Management, Inc.
ST: New Jersey
IN: ENV
SU: TNM |
