|
HUDSON TECHNOLOGIES TO
PURCHASE AND RETIRE 26% OF THE TOTAL NUMBER OF OUTSTANDING COMMON SHARES
Highlights of Transactions
• Hudson Purchases and Retires 5.7 Million Common Shares from Fleming
Funds
• Company Makes Tender Offer to All Shareholders to Buy approximately
1.2 Million Additional Common Shares, Increasing Total Shares to be
Retired to 6.9 Million
• Hudson Increases Existing Credit Facility with Keltic Financial
Partners, LP to $10 Million and Extends Facility for Three Years
• Hudson Management Team Invests $6 million to Purchase 9.2 Million of
Hudson Common Shares from Fleming Funds
Pearl River, New York – June 29, 2007 – Hudson Technologies, Inc. (Nasdaq:
HDSN) today announced that the Fleming Funds have sold 14.9 million
shares of Hudson’s common stock in a series of transactions
involving the Company and certain members of the Company’s
management. Prior to these transactions, the Fleming Funds were the
Company’s largest shareholders and owned in the aggregate
approximately 19.1 million shares, or 74%, of the Company’s
outstanding common stock. Specifically, the Company purchased and
retired 5.7 million shares of its common stock from the Fleming
Funds at a purchase price of $0.65 per share, for total
consideration of $3.7 million. Additionally, certain executive
officers and one key employee of the Company, in separate private
transactions, purchased 9.2 million shares of the Company’s common
stock from Fleming Funds at a purchase price of $0.65 per share, for
a total consideration of $6 million. The shares purchased by
management are unregistered shares and management did not receive
registration rights in connection with their purchase of these
shares. Current regulations, among other things, restrict the public
sale of unregistered shares for a minimum of one year.
Hudson also announced today that it has authorized the expenditure
of $1.3 million to complete a Tender Offer to all of its common
shareholders to purchase and retire up to approximately 1.2 million
additional shares of its common stock at a purchase price of $1.12
per share. Hudson’s officers and directors, and the Fleming Funds,
have advised that they do not intend to tender any of their shares
in the Tender Offer.
To the extent that Hudson’s shareholders do not tender their shares
in the Tender Offer, any amounts remaining from the $1.3 million
authorized for the Tender Offer will be used to purchase and retire
additional shares from the Fleming Funds at the Tender Offer price
of $1.12 per share.
As a consequence of both the 5.7 million shares the Company has
purchased from the Fleming Funds and the 1.2 million additional
shares to be purchased by the Company, the Company will retire an
aggregate of approximately 6.9 million shares of Hudson’s common
stock and increase its long-term debt by $5 million. The retirement
of these shares represents more than a 26% reduction in the number
of outstanding shares of the Company.
As investors in the Company for over eight years, the Fleming Funds,
which are finite-life partnerships, have reached a point in the
partnerships’ term that makes it necessary to seek liquidity of the
partnerships’ remaining investments. For this reason the Fleming
Funds negotiated to sell a substantial portion of their shares in a
series of transactions with the Company and with certain members of
management designed to address the Fleming Funds’ goal of achieving
liquidity on a majority of their investments while endeavoring to
benefit all other Company shareholders as well.
Kevin J. Zugibe, chairman and chief executive officer, commented,
“Hudson’s board of directors believes that the Tender Offer and the
Company’s purchase of the Fleming Funds shares are in the best
interests of all shareholders and are a prudent use of Hudson’s
resources. The purchase by Hudson of its common stock is intended to
create shareholder value through the retirement of more than 26% of
the Company’s outstanding shares. These transactions, together with
the significant personal investment made by our management to
purchase shares from the Fleming Funds, reflect our confidence in
the future of the Company.”
Neither management nor any member of our board of directors, nor the
Company’s Information Agent for the Tender Offer makes any
recommendation to any shareholder as to whether to tender or refrain
from tendering any shares, and no person has been authorized to make
any recommendation. Shareholders must make their own decision
whether to tender any of their shares and, if so, how many shares to
tender. The Tender Offer will expire at 5:00 PM on August 15, 2007,
unless extended by Hudson. Tenders must be made on or prior to the
expiration of the Tender Offer and may be withdrawn at any time on
or prior to the expiration of the Tender Offer. The Tender Offer is
subject to the terms and conditions set forth in the Company’s Offer
to Purchase and related materials, which will be filed with the SEC
today.
Extension of Credit Facility
On June 26 2007, the Company, through its subsidiary Hudson
Technologies Company, entered into an Amended and Restated Loan
Agreement with Keltic Financial Partners, LP, by which the term of
the existing credit facility was extended for three years through
June 2010, the total borrowing limit was increased from $6 million
to $10 million (the “Credit Facility”) and the interest rate under
the Credit Facility was reduced to the Prime Rate plus 0.375% (from
the Prime Rate plus 0.75 %).
Non-Recurring, Non-Cash Events
As a result of the transactions with the Company and with Hudson’s
management team, the Fleming Funds have sold a total of 14.9 million
shares, representing approximately 58% of the then total issued and
outstanding shares of the Company. Pursuant to IRS Code Section 382,
the sale of the shares by the Fleming Funds constitutes a “change in
control”, which would potentially limit Hudson’s ability to fully
utilize its existing Net Operating Loss Carry Forwards (“NOLs”).
Since a change in control has occurred, it was necessary for the
Company to reassess the utilization of its NOLs and its
corresponding deferred tax asset. As a result of its reassessment,
the Company recognized a non-cash increase in the deferred tax asset
and an income tax gain of approximately $1.3 million. Moreover, the
Company believes that most of its NOLs will be available to it;
however, the Company’s ability to utilize its NOLs is subject to
future earnings.
Pursuant to generally accepted accounting principles, the sale by
the Fleming Funds to the management team of 9.2 million shares at a
purchase price of $0.65 per share required the Company to incur, in
the quarter ended June 30, 2007, a one-time, non-cash compensation
expense and a corresponding increase to additional paid-in capital
of approximately $4.3 million. The Company’s net worth will be
unaffected by this non-recurring, non-cash charge.
About Hudson Technologies
Hudson Technologies, Inc. is a leading provider of innovative
solutions to recurring problems within the refrigeration industry.
Hudson’s proprietary RefrigerantSide® Services increase operating
efficiency and energy savings, and remove moisture, oils and other
contaminants frequently found in the refrigeration circuits of large
comfort cooling and process refrigeration systems. Performed at a
customer’s site as an integral part of an effective scheduled
maintenance program or in response to emergencies, RefrigerantSide®
Services offer significant savings to customers due to their ability
to be completed rapidly and at higher purity levels, and can be
utilized while the customer’s system continues to operate. In
addition, the Company sells refrigerants and provides traditional
reclamation services to the commercial and industrial air
conditioning and refrigeration markets. For further information on
Hudson, please visit the Company’s web site at www.hudsontech.com.
Information on Hudson’s website is not a part of this release.
Safe Harbor Statement under the Private Securities Litigation Act of
1995
Statements contained herein, which are not historical facts
constitute forward-looking statements involve a number of known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, changes in
the markets for refrigerants (including unfavorable market
conditions adversely affecting the demand for, and the price of
refrigerants), the Company’s ability to source refrigerants,
regulatory and economic factors, seasonality, competition,
litigation, the nature of supplier or customer arrangements which
become available to the Company in the future, adverse weather
conditions, possible technological obsolescence of existing products
and services, possible reduction in the carrying value of long-lived
assets, estimates of the useful life of its assets, potential
environmental liability, customer concentration, the ability to
obtain financing and other risks detailed in the Company’s periodic
reports filed with the Securities and Exchange Commission. The words
“believe”, “expect”, “anticipate”, “may”, “plan”, “should” and
similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made.
This press release is for informational purposes only and is not an
offer to buy or a solicitation of an offer to sell any shares of the
Company’s common stock. The solicitation of offers to buy the
Company’s common stock in the Tender Offer will only be made
pursuant to the Offer to Purchase and related materials, which will
be filed with the SEC today, and which will be mailed to
shareholders of record, and also will be made available for
distribution to beneficial owners of the Company’s common stock.
Shareholders should read those materials carefully because they will
contain important information, including the various terms and
conditions of the Tender Offer. Shareholders will be able to obtain
the Offer to Purchase and related materials for free at the SEC
website at www.sec.gov or from our information agent for the Tender
Offer, Continental Stock Transfer and Trust Company, by calling
(800) 509-5586.
Contact:
Eric Anderson
Coltrin & Associates (for Hudson Technologies)
212-221-1616 ext.117 eric_anderson@coltrin.com
|