GE Water & Process Technologies, a unit of General Electric Co., and ZENON Environmental, Inc. announced that they have signed an agreement in connection with the acquisition by way of Plan of Arrangement of ZENON by GE in an all cash transaction for Cdn $24.00 per share, valuing the transaction at approximately Cdn $760 million, or U.S. $656 million. ZENON is a leader in advanced membranes for water purification, wastewater treatment and water reuse to municipalities and industries worldwide.
Over its 26-year history, ZENON pioneered the use of ultrafiltration technology for water and wastewater treatment. It has become the technology of choice for water and wastewater plants, and its adaptation is spreading rapidly throughout the world.
“ZENON is a great strategic fit with GE,” said David Calhoun, GE vice chairman and president and CEO, GE Infrastructure. “With the synergies we create, we will have the potential to grow revenue in the municipal water segment at more than 30% for the next several years. Its best-in-class membrane technologies will allow GE to serve the fast-growing ultrafiltration segment of water and wastewater treatment, significantly expand our capabilities to help customers address pressing water scarcity issues and play a key role in the high-growth areas of the municipal water segment. With this terrific addition, we anticipate our water platform growing to nearly U.S. $2.5 billion in revenue next year.”
Andrew Benedek, chairman and CEO of ZENON Environmental, said, “This transaction will benefit both our customers and GE’s customers. Our advanced membranes and talented team, combined with GE’s technology, scale, strong global network and services expertise, will open up new global opportunities for our ultrafiltration technology.”
ZENON’s advanced membranes include membrane bioreactor (MBR) and hollow fiber technologies that offer low-cost filtration and disinfection in one step with low energy consumption. ZENON has an extensive patent portfolio that will enhance GE’s current water scarcity platform by providing pre-treatment technology for reverse osmosis desalination and reuse. ZENON’s technology in municipal water treatment will enhance GE’s presence with advanced technology products in this large global industry. ZENON’s technologies also will help GE provide the best life-cycle cost reduction for customers in customized service agreements.
Under the terms of the agreement, GE will acquire all of the issued and outstanding Common Shares of ZENON (ZEN – TSX) and the Non-Voting Class A Shares (ZEN.NV.A – TSX) for Cdn $24.00 in cash. ZENON option holders will be eligible to receive Cdn $24.00 cash, less the exercise price of the respective option.
The transaction is to be effected by way of statutory Plan of Arrangement and will require the approval of ZENON’s securityholders. Management of ZENON anticipates that a management proxy circular regarding the Arrangement will be mailed to securityholders by the end of March 2006, with a meeting of the ZENON shareholders being held to approve the Plan of Arrangement in late April or early May 2006. Assuming successful completion of the Arrangement, GE intends to amalgamate ZENON with a wholly owned subsidiary of GE.
The Board of Directors of ZENON, following the unanimous recommendation of a Special Committee of independent directors established to oversee the transaction and the negotiation thereof, has unanimously approved the Arrangement Agreement and is recommending the holders of ZENON Common and Non-Voting Class A Shares vote in favor of the Plan of Arrangement.
GMP Securities, LP and J.P. Morgan Securities, Inc. have acted as financial advisers to the ZENON Board and Special Committee and have also each provided an opinion to the Board and the Special Committee confirming the fairness of the offer to the holders of the Common Shares and Non-Voting Class A Shares of ZENON.
Benedek, who, together with his affiliates, owns 6,148,160 shares, has entered into a support agreement agreeing to vote in favor of the Arrangement, subject to limited exceptions, including the termination of the Arrangement Agreement by ZENON.