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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nevada Chemicals (MM) | NASDAQ:NCEM | NASDAQ | 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% | 13.33 | 0 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
NEVADA CHEMICALS, INC.
(Name of Subject Company)
NEVADA CHEMICALS, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
64127C107 (formerly 603665-20-9)
(CUSIP Number of Common Stock)
JOHN T. DAY
President
Nevada Chemicals, Inc.
9149 S. Monroe Plaza Way, Suite B
Sandy, Utah 84070
Telephone: (801) 984-0228
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of the
Person Filing Statement)
COPY TO:
KEITH L. POPE, ESQ.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
(801) 532-7840
x |
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
NEVADA CHEMICALS, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Investor Relations
John T. Day, President and CEO
Kevin Davis, CFO
(801) 984-0228
jtday@nevadachemicals.com
NEVADA CHEMICALS, INC. TO BE ACQUIRED
Sandy, UT September 5, 2008 Nevada Chemicals, Inc. (Nasdaq: NCEM) announced that it has signed a definitive agreement to be acquired by Calypso Acquisition Corp., an affiliate of Cyanco Holding Corp. and OCM Principal Opportunities Fund IV, L.P., a fund managed by Oaktree Capital Management, L.P., for $13.37 per share of common stock. The transaction has been structured as a cash tender offer for 100% of Nevada Chemicals outstanding common stock. The offer price represents approximately a 36 percent premium over the closing stock market price of Nevada Chemicals common stock on September 5, 2008. Calypso Acquisition intends to commence the offer within approximately ten business days. The transaction has been unanimously approved by each companys board of directors. Additionally, Nevada Chemicals stockholders who own approximately 41 percent of Nevada Chemicals outstanding common shares, in the aggregate, have committed to tender their shares in the tender offer. Additional details regarding the tender offer and the transaction will be disclosed in tender offer documents that will be filed concurrently with commencement of the tender offer.
Additional Information
The tender offer described in this release has not yet commenced, and this release is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Calypso Acquisition will file a tender offer statement with the United States Securities and Exchange Commission (the SEC). Investors and security holders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and related tender offer documents) that will be filed and the related solicitation/recommendation statement that will be filed by Nevada Chemicals with the SEC, as they will contain important information. These documents will be available at no charge on the SECs Internet website at www.sec.gov. Nevada Chemicals stockholders can also obtain free copies of the solicitation/recommendation statement, along with any documents Nevada Chemicals has filed with the SEC, by request to Nevada Chemicals, Inc. at 9149 S. Monroe Plaza Way, Suite B, Sandy, UT 84070, telephone: (801) 984-0228.
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