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CWD Cons Envirowaste Industries Inc. (Tier1)

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Share Name Share Symbol Market Type
Cons Envirowaste Industries Inc. (Tier1) TSXV:CWD TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Consolidated Envirowaste Industries Inc: Major Shareholders Propose Going-Private Transaction

30/09/2009 10:27pm

Marketwired Canada


Consolidated Envirowaste Industries Inc. (TSX VENTURE:CWD) - 

Consolidated Envirowaste Industries Inc. (the "Company") has executed a letter
of intent with James Darby and Douglas Halward (together, the "Acquiring
Shareholders") relating to a proposed transaction in which the Acquiring
Shareholders would acquire all of the outstanding common shares of the Company
not already held directly or indirectly by them or their families (collectively,
the "Public Shares") at a price of $0.14 in cash per share.


The acquisition price of $0.14 per common share represents a 100% premium over
the closing price of the common shares on September 28, 2009, the latest day on
which any trades were recorded, and an 82% premium over the volume-weighted
average closing price over the 10 most recent days on which the Company's stock
traded, which covers the period from May 12, 2009 to the present.


In late April 2009, the Acquiring Shareholders advised the Board of Directors of
the Company (the "Board") that they were considering proposing a going-private
transaction. On May 5, 2009, the Board established a Special Committee of
independent directors to consider and respond to any such transaction that might
be proposed. The Special Committee retained Capital West Partners as its
independent financial adviser. On September 11, 2009, the Acquiring Shareholders
delivered to the Board a proposal to take the Company private at $0.14 per share
in cash. Capital West Partners has advised the Special Committee that in its
opinion, a purchase price of $0.14 per share is fair, from a financial point of
view, to the shareholders of the Company other than the Acquiring Shareholders.
On the basis of Capital West's opinion and the other factors they considered
important, the Special Committee and the Board (with the Acquiring Shareholders
abstaining from the vote) approved the letter of intent, and it was executed on
September 30, 2009.


The letter of intent contemplates that the going-private transaction will be
effected by way of a plan of arrangement between the Company, the Company's
shareholders and one or more corporations owned by the Acquiring Shareholders.
The parties intend to move quickly to conclude a formal arrangement agreement on
terms customary in such transactions. For the arrangement transaction to
proceed, the special resolution authorizing it must be approved by at least
two-thirds of the votes cast by shareholders at a shareholders' meeting to be
called to consider the proposed transaction, and by a simple majority of the
votes cast by the holders of the Public Shares. In addition, the arrangement
must also be approved by the Court. It is anticipated that the shareholders'
meeting will be held in late November, 2009. Full details of the going-private
transaction will be contained in a management information circular to be mailed
to the Company's shareholders.


James Darby is a significant shareholder and the Chairman and Chief Executive
Officer of the Company. Douglas Halward is a significant shareholder, the
President and a director of the Company. James Darby and his family own,
directly and indirectly, 4,964,241 common shares of the Company and Douglas
Halward and his family own, directly and indirectly, 2,419,013 common shares of
the Company, collectively representing approximately 70.9% of the issued and
outstanding common shares of the Company.


On behalf of the Board of Directors,

Richard J. M. Chase, Director

1 Year Cons Envirowaste Industries Inc. (Tier1) Chart

1 Year Cons Envirowaste Industries Inc. (Tier1) Chart

1 Month Cons Envirowaste Industries Inc. (Tier1) Chart

1 Month Cons Envirowaste Industries Inc. (Tier1) Chart