WaterBriefs: GE to acquire Zenon Environmental for $656 million
Also in this report: Savage to leave ASIWPCA; France approves Severn Trent arsenic technology; Six win National Wetlands Awards; Accusonic launches new website; Wallingford Software seeks papers for users conference; Foster Wheeler gets Finnish biomass boiler deal; JMAR signs OEM agreement with Portaqua; Japan to help fund Costa Rica sewage project; Colombia's largest utility uses Bentley's WaterGEMS; Hydraulic Institute to host workshop in Portland; KTA-Tator hires ASTM committee vice chair...
In other news below:
-- Savage to leave helm of ASIWPCA
-- France approves Severn Trent Services arsenic treatment technology
-- Six win 2006 National Wetlands Awards
-- Accusonic Technologies launches new website
-- Call for papers for Wallingford Software users conference
-- Foster Wheeler gets Finnish biomass boiler deal
-- JMAR signs OEM agreement with Portaqua
-- Japan to help fund Costa Rica sewage project
-- Colombia's largest multi-utility uses Bentley's WaterGEMS
-- Pesticides prevalence shows need for National Clean Water Trust Fund
-- Hydraulic Institute to host PSAT workshop in Portland
-- GLOBE Foundation announces finalists for environmental awards
-- KTA-Tator hires ASTM coatings committee vice chair
-- Air Liquide to showcase new offerings at Pittcon
GE to acquire Zenon Environmental for $656 million
• Adding to membrane strengths of earlier Osmonics and Ionics acquisitions, Zenon expands GE's Water & Process Technologies platform with addition of 'best-in-class' ultrafiltration membrane technologies.
TREVOSE, PA, & OAKVILLE, ON, Canada, March 14, 2006 -- GE Water & Process Technologies, a unit of General Electric, and Zenon Environmental Inc., announced today 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 per share, valuing the transaction at approximately CDN$760 million, or US$656 million. Zenon is a global 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. The technology 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 of 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 US$2.5 billion in revenue next year."
Andrew Benedek, Zenon Environmental chairman and CEO, 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 and the Non-Voting Class A Shares 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 L.P. 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.
Andrew Benedek, Chairman and Chief Executive Officer, 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.
Additional Information about the Transaction The Arrangement is subject to customary regulatory approvals, as well as to approval by the holders of the Zenon Common Shares, Class A Non-Voting Shares and the holders of Zenon options and the approval of the Alberta Court.
Under the Arrangement Agreement, Zenon is prevented from pursuing any other takeover proposals, subject to certain exceptions including exceptions in connection with the fiduciary duties of the Zenon Board of Directors.
If the Arrangement does not occur under certain circumstances, Zenon has agreed to pay a break fee of three% of the equity value of this agreement.
GE Water & Process Technologies (www.gewater.com), a unit of General Electric Company, is solving some of the world's most pressing water challenges by providing industrial, agricultural and potable water, while lessening our dependence on fresh water sources. Technologies to accomplish this include desalination, advanced membrane, separation solutions, and water reuse and wastewater management and process technologies. GE delivers value to customers by improving performance and product quality, reducing operating costs and extending equipment life.
In Canada, GE has operations across the country, including 15 major manufacturing facilities, over 150 sales and service locations and more than 9,500 employees.
Zenon (www.zenon.com) is a world leader in providing advanced membrane products and services for water purification, wastewater treatment and water reuse to municipalities and industries worldwide. Canada's Top 100 Employers ranked Zenon in their top 100 list for the last six years. An S&P/TSX Composite company, Zenon Environmental Inc. trades on the Toronto Stock Exchange.
[US$1 = CDN$1.157]
-- "GE to buy Canada's Zenon Environmental for CDN$760 million" (Bloomberg)
-- "GE recognized as "Fast 50" by Fast Company"
-- "GE co-sponsors WETEX 2006 - Water & Energy Environment Exhibition in Dubai"
Among other recent headlines:
• Robbi Savage to leave helm of ASIWPCA -- WASHINGTON, DC, March 14, 2006 -- The Association of State and Interstate Water Pollution Control Administrators Board of Directors has accepted the resignation of executive director, Roberta "Robbi" Savage, who served in that role since 1978, the organization announced March 12. Her tenure included work on amendments to the Clean Water Act in 1977, 1981 and 1986, as well as battles to maintain funding for the Clean Water State Revolving Fund and, more recently, EPA and state jurisdiction over waterways and water quality rules...
• France approves Severn Trent Services arsenic treatment technology -- FORT WASHINGTON, PA, March 14, 2006 -- Severn Trent Services has received approval from the French Ministry of Health and Solidarity for its SORB 33® treatment system and Bayoxide® E33 media for the removal of arsenic in water destined for human consumption. In addition, Bayoxide E33 also has received NSF Standard 61 certification and approval by the Drinking Water Inspectorate in the United Kingdom...
• Six wetland stewards win 2006 National Wetlands Awards -- WASHINGTON, DC, March 14, 2006 -- Six citizens have been recognized nationally for their on-the-ground wetland conservation efforts and decades-long dedication to protecting these important natural resources. A diverse panel of wetland experts assembled at the Environmental Law Institute (ELI) earlier this month and selected winners of the 2006 National Wetlands Awards:
-- Francisco Abarca, an Arizona Game & Fish coordinator who has led tri-national wetland outreach and conservation efforts;
-- Alan Ammann, a New Hampshire wetland conservationist who has spearheaded the restoration of hundreds of acres of wetlands;
-- Royal Gardner, an attorney and professor at Stetson University in Tampa Bay, FL, who has lectured and published widely on wetland issues;
-- The Higel Family, a Colorado ranching family that has protected 2,000 acres of prime wildlife and waterfowl habitat;
-- Chester McConnell, a southern wetland advocate based in Mobile, AL;
-- Curtis Richardson, a professor and wetland researcher at Duke University in North Carolina.
Also see: "Empirical study finds wetland mitigation banking shortchanges urban areas"
• Accusonic Technologies launches new website -- Leader in Performance and Measurement has new Resource for Customers -- WAREHAM, MA, March 14, 2006) Accusonic Technologies, a Division of ADS¿¥ Corp., today announces the launch of its new website at www.accusonic.com. The guiding philosophy used throughout the development of the new site has been to deliver the information that Accusonic customers require in an easy and presentable format. This new site serves as Accusonic's information and communication hub providing customers with a central resource for technical reference documents. It also enables easy and direct access to the appropriate Accusonic personnel for a customer's given need...
• Call for papers for Wallingford Software's 7th global user conference -- WALLINGFORD, UK, March 14, 2006 -- Wallingford Software, a global developer of data management and network modeling software to support planning and operations in water distribution, sewerage, river management and coastal engineering, today issued a call for papers for its International User Conference 2006 to be held on Sept. 14-15 in the United Kingdom. The two-day event will cover water supply (InfoWorks WS), collection systems (InfoWorks CS), river systems and flood management and forecasting (InfoWorks RS and FloodWorks). This year an additional stream dedicated to network data management and Wallingford Software's InfoNet solution will supplement the program. Papers are expected from Europe, North and Central America, Asia and Australasia...
• Biomass boiler win for Foster Wheeler in Finland -- HAMILTON, Bermuda, March 14, 2006 -- Foster Wheeler Ltd. announced today that its Finnish subsidiary Foster Wheeler Energia Oy, part of its Global Power Group, has been awarded a contract for the design, supply and erection of a peat- and biomass-fired circulating fluidized-bed (CFB) boiler island by Tornion Voima Oy, a subsidiary of Etela-Pohjanmaan Voima Oy (EPV). The boiler will be supplied for Tornion Voima's combined heat and power (CHP) plant in Tornio, northern Finland. The CHP plant produces electricity, process steam, and district heat for one of the world's largest stainless steel mills, owned by Outokumpu Stainless Oy. The value of the contract, which will be included in the company's first-quarter 2006 bookings, is approximately US$35 million...
-- "Foster Wheeler awarded contract to design, build new petrochemical plant in Kuwait"
-- "Foster Wheeler elects new director"
• JMAR signs OEM agreement with Portaqua -- Two companies to exhibit together at World Water Forum in Mexico City -- SAN DIEGO, March 14, 2006 -- JMAR Technologies Inc., a leading developer of advanced laser technology, has signed an OEM agreement with Portaqua, a small Virginia-based company that is introducing a new Portable Water System into the bottling market, for its BioSentry™ water quality monitoring system. Under the terms of the agreement, BioSentry will be offered as an optional feature. As their first collaboration under the new agreement, Portaqua and JMAR will exhibit together at the World Water Forum, March 16-22 in Mexico City...
• Costa Rica wins Japanese funding for San Jose sewerage project -- WASHINGTON, DC, March 14, 2006 -- The Water & Wastewater Sector in Latin America is finally moving, after nearly 14 years of stagnation. At the Latin American Leadership Leadership Forum nearly $2 billion in water & wastewater projects will be presented March 28-29 in New Orleans. Just today the long-delayed Costa Rica project, which will be presented at the forum, was funded. The Japan Bank for International Cooperation (JBIC) has agreed to lend US$127 million for a sewerage project that will benefit Costa Rica's capital San Jose, the Central American country's foreign affairs ministry reported. Government representatives from both countries are to sign letters pledging to push forward the loan in the next 10 days...
• Colombia's largest multi-utility standardizes on Bentley's WaterGEMS -- EXTON, PA, March 13, 2006 Bentley Systems Inc. announced today that Empresas Publicas de Medellin E.S.P. (EEPPM), Colombia's largest multi-utility company, has selected Bentley as its sole software provider for water distribution modeling solutions.
With headquarters in Medellin, Colombia, EEPPM will use Bentley's WaterGEMS to support a 10-year master plan to reduce water loss and improve reliability of its water supply system. Serving over 3 million people across 10 different cities in the Aburra Valley, the system consists of over 3,200 kilometers of pipe, 95 tanks, and 29 pump stations...
• Pesticides in all U.S. waters, shows need for National Clean Water Trust Fund -- WASHINGTON, DC, March 13, 2006 -- Last week, the U.S. Geological Survey released "Pesticides in the Nation's Streams and Ground Water, 1992-2001." The 10-year survey documents the contamination caused by pesticide use in agriculture and urbanized areas around the country. Clean Water America is calling on Congress and the White House to support the recently introduced Clean Water Trust Act of 2005, H.R. 4560. This landmark legislation would create a deficit-neutral, clean water trust fund to protect and restore the quality of America's waterways...
• Hydraulic Institute to host PSAT workshop in Portland -- Pumping System Assessment Tool (PSAT) Specialist Qualification Workshop set for April 11-13 -- This three-day workshop will be held at Oregon's McMenamins Kennedy School and includes a group hands-on pumping system measurement exercise and a written exam at the conclusion of the class. Those passing the exam will receive a certificate and will be listed on the U.S. Department of Energy's BestPractices website for its Industrial Technologies Program as DOE Qualified Pumping System Specialists...
• GLOBE Foundation unveils finalists for awards celebrating environmental excellence -- VANCOUVER, BC, Canada, March 14, 2006 -- The GLOBE Foundation of Canada is proud to announce the finalists of the 5th annual GLOBE Awards for Environmental Excellence. The 2006 annual awards, which celebrate Canadian companies that take a proactive approach to sustainable business strategies and have made significant strides towards developing progressive technologies and services, will be presented on March 31, the final day of GLOBE 2006 conference and trade fair on the business of the environment...
• New hire for KTA-Tator -- PITTSBURGH, March 13, 2006 -- Vice chair of ASTM Committee D33, Judy Cheng has joined the firm as a Western territory coatings consultant. She has over 15 years of diversified experience in development and testing of paint and coatings, composites and UV curable thin film products as well as an in-depth knowledge in material validation and performance evaluation methodology...
• Air Liquide America L.P. to showcase new offerings at this year's Pittcon -- HOUSTON, March 13, 2006 -- Air Liquide America L.P. unveiled a new catalog and several recent product innovations at the 2006 Pittcon conference and exhibition in Orlando, Fla. The catalog includes specialty gases for laboratory and analytical use. The company also begins operations in Kuwait...
In earlier newsbriefs, see: "WaterBriefs: Severn Trent Services lands New Mexico arsenic reduction contract" -- Also in this report (March 10, 2006): McCrometer expands relationship with Eads Co., Petro-Chem; Abtech Industries completes Long Island Soundkeeper Filter Project installation; NASCAR champion helps launch DVD training series for waterworks personnel; Spartan Environmental appoints MEMECO as representative for Ill., Wis. and Ind.; WEF announces Odors & Air Emissions 2006; Ohio's Voinovich introduces bill to create National Commission on Infrastructure...