Cyanco Holding Corp. and Calypso Acquisition Corp. Successfully Complete Tender Offer for Shares of Nevada Chemicals, Inc.
October 20 2008 - 7:00AM
PR Newswire (US)
SANDY, Utah, Oct. 20 /PRNewswire-FirstCall/ -- Cyanco Holding Corp.
and Calypso Acquisition Corp. announced today the successful
completion of the tender offer for all outstanding common shares of
Nevada Chemicals, Inc., or "Nevada Chemicals" (NASDAQ:NCEM). The
tender offer expired, as scheduled, at 12:00 midnight, New York
City time, at the end of Friday, October 17, 2008. The depositary
for the offer has advised that, as of the expiration of the offer,
a total of approximately 6,610,541 Nevada Chemicals shares were
validly tendered and not withdrawn in the offer (including shares
tendered by notices of guaranteed delivery), representing
approximately 93.539% of Nevada Chemicals' outstanding shares.
Calypso Acquisition Corp. has accepted for payment all Nevada
Chemicals shares that were validly tendered in the offer. Pursuant
to the terms of the previously announced merger agreement, Cyanco
Holding Corp. and Calypso Acquisition Corp. expect to effect a
"short-form" merger of Calypso Acquisition Corp. with and into
Nevada Chemicals under Utah law, pursuant to which "short-form"
merger Calypso Acquisition Corp. will be able to effect the merger
without the need for a meeting of Nevada Chemicals shareholders. In
the merger, Cyanco Holding Corp. and Calypso Acquisition Corp. will
acquire all other Nevada Chemicals shares at the same $13.37 per
share price, without interest and less any required withholding
taxes, that was paid in the tender offer. As a result of the
merger, Nevada Chemicals will become a wholly-owned subsidiary of
Cyanco Holding Corp. Cyanco Holding Corp. and Calypso Acquisition
Corp. intend to complete the merger as soon as practicable
following the satisfaction of the conditions in their merger
agreement with Nevada Chemicals. About Nevada Chemicals Nevada
Chemicals, through its subsidiary Winnemucca Chemicals, Inc., holds
a 50% stake in Cyanco Company, a chemical producer of sodium
cyanide located in Winnemucca, Nevada. Cyanco Company is a leading
provider of liquid sodium cyanide to the gold mining operations in
Nevada and has a capacity to produce in excess of 85 million pounds
per year. About Calypso Acquisition Corp. and Cyanco Holding Corp.
Each of Calypso Acquisition Corp., a Utah corporation, and Cyanco
Holding Corp., a Delaware corporation, is an indirect wholly-owned
subsidiary of OCM Principal Opportunities Fund IV, L.P., an
affiliate of Oaktree Capital Management, L.P. Each of Calypso
Acquisition Corp. and Cyanco Holding Corp. was formed for the
purpose of entering into a business combination transaction with
Nevada Chemicals, Inc. and has not carried on any business
activities other than in connection with the tender offer and the
proposed merger. Forward-Looking Statements This press release may
contain certain forward-looking statements which are based upon
current expectations and these statements involve material risks
and uncertainties including that the conditions precedent to the
consummation of the merger between Calypso Acquisition Corp. and
Nevada Chemicals are not satisfied or waived. Readers are cautioned
that any such forward-looking statement is not a guarantee of
future results and involves risks and uncertainties, and that
actual results and outcomes may differ materially from those
projected in the forward-looking statements. Cyanco Holding Corp.
and Calypso Acquisition Corp. do not undertake to publicly update
or revise its forward-looking statements even if future changes
make it clear that any projected results or outcomes expressed or
implied therein will not be realized. DATASOURCE: Calypso
Acquisition Corp. CONTACT: Jordon Kruse of Calypso Acquisition
Corp., +1-213-830-6300
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