Exhibit 99.1
EVTC PLANS TO INITIATE A TENDER OFFER AT $2.15 PER SHARE FOR A CONTROLLING
INTEREST IN MERCURY WASTE SOLUTIONS
Mankato, Minnesota - July 27, 2000
Environmental Technologies, Corp. (NASDAQ: EVTC) and Mercury Waste Solutions,
Inc. (NASDAQ: MWSI) jointly announced the execution of a binding letter of
intent whereby EVTC agreed to purchase a controlling interest in MWSI through a
friendly tender offer to acquire up to a maximum of 70% of MWSI's outstanding
shares. Pursuant to the letter of intent, EVTC agreed to commence a cash tender
offer to purchase MWSI's publicly held shares for $2.15 per share and restricted
MWSI shares for $1.95 in cash and $.20 in restricted EVTC Common Stock. Upon
consummation of this transaction, EVTC will own up to 70% (but not less than
50%) of MWSI's outstanding shares, on a fully diluted basis. The tender offer is
being made subject to MWSI shareholder approval, the completion of due
diligence, certain other related agreements and definitive offering documents to
be filed with the Securities and Exchange Commission. Certain members of MWSI's
management and board of directors have entered or will enter into agreements
under which they have agreed to tender shares held by them into the offer that
would ensure that at least 50% of MWSI's outstanding shares are tendered to
EVTC. Following the completion of the tender offer, EVTC intends to consummate a
second-step merger whereby it will contribute its ballast and fluorescent lamp
recycling division, Full Circle, to MWSI in exchange for additional MWSI common
stock.
David Keener, EVTC's president stated, "We believe this transaction provides
significant value for EVTC's and MWSI's shareholders. The combined entity of
MWSI and our Full Circle lamp recycling division will enable the combined
companies to realize significant economies of scale, access to a larger national
customer base, and provide better national coverage and services. Furthermore,
this transaction will reduce EVTC's exposure to seasonal fluctuations inherent
to the refrigerant business and will provide a platform for us to continue to
execute our consolidation strategy in the lamp recycling business, a market
which continues to grow at an annual rate of 35%."
Brad Buscher, MWSI's Chairman and CEO commented, " We are excited about this
transaction. We have had a longstanding goal to consolidate the mercury
recycling industry and have invested heavily to build the infrastructure to do
so. This transaction with EVTC will achieve this goal. EVTC's tender offer gives
our shareholders the opportunity to receive cash for a significant portion of
their investment in MWSI as well as participate in any future growth of the
MWSI. Our analysis of our strategic alternatives led us to believe that this
transaction is the best alternative for our shareholders."
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of MWSI. EVTC is filing a tender offer statement upon the
completion of its due diligence with the Securities and Exchange Commission and
MWSI is filing a
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solicitation/recommendation statement with respect to the offer. MWSI
shareholders are advised to read the tender offer statement referenced in this
press release, and the related solicitation/recommendation statement. The tender
offer and the solicitation/recommendation statement contain important
information which should be read carefully before any decision is made with
respect to the offer. These documents will be made available to the shareholders
of MWSI at no expense to them. These documents will also be available at no
charge on the SEC's web site at www.sec.gov.
EVTC, through its wholly-owned subsidiaries engages in the marketing and sale of
refrigerants, refrigerant reclaiming services, recycling of fluorescent light
ballasts and lamps and, through e-solutions, inc., directly markets business to
consumer services via the internet.
MWSI provides mercury waste recycling services. The Company has sales and
processing facilities in Union Grove, WI, and Roseville, MN; sales and storage
facilities in Marietta, GA and Indianapolis, IN; storage facilities in Albany,
NY and Kenosha, WI; and corporate offices in Mankato, MN.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: Certain statements contained in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, including without limitation, MWSI shareholder approval, negotiation of
a satisfactory Purchase Agreement, due diligence, the industry position,
financial condition and structure of each of MWSI and EVTC. Such forward-looking
statements are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Investors are cautioned that any
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties and that actual results may differ materially from those
contemplated by such forward-looking statements.
Such risks include, without limitation, EVTC's ability to obtain financing, MWSI
shareholder approval, the risks associated with new acquisitions in addition to
certain other risks indicated in each of MWSI's and EVTC's SEC filings.
CONTACT: EVTC, Inc. t/a Environmental Technologies, Corp.
Investor Relations
Phone (817) 282-0022
Fax (817) 282-0033
[email protected]
Mercury Waste Solutions, Inc.
Mark Stennes
Phone (507) 345-0523
Fax (507) 345-1483
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