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August 7, 2012
08:12 EDTMEAMetalico reports Q2 EPS 6c, consensus 3c
Reports Q2 revenue $148.2M, consensus $172.75M
News For MEA From The Last 14 Days
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June 16, 2015
08:34 EDTMEAMetalico agrees to be acquired by Total Merchant for $87M
The board of Metalico has agreed to sell the company to Total Merchant Limited for a total purchase price of approximately $87M. The all-cash deal will include a payment to Metalico's stockholders of 60c for each share of Metalico common stock owned by them as of the date of closing. The price includes roughly $44M for Metalico's outstanding equity plus the cost of retiring the company's primary term and institutional senior and convertible debt, estimated at approximately $45M and the assumption of approximately $16M of additional debt as of June 15. Under the terms of the governing Merger Agreement, a subsidiary of Total Merchant will merge with and into Metalico, making Metalico a wholly owned subsidiary of Total Merchant. The merger is subject to certain closing conditions, including approval of the Merger Agreement by holders of a majority of Metalico's outstanding common stock and other customary conditions. However, no regulatory approval is required. The transaction is expected to close in Q3. Under the terms of the Merger Agreement, Metalico has agreed not to solicit alternative proposals for an acquisition of the company. However, Metalico is able to consider unsolicited proposals pursuant to the exercise of its board's fiduciary duties with Total Merchant having customary rights to match any proposal. Metalico would be required to pay Total Merchant a termination fee equal to $2.25M if Metalico terminates the Merger Agreement to accept a superior proposal. In addition, Total Merchant has agreed to a penalty of $3.12M if it fails to close the transaction assuming all closing conditions have been satisfied. Total Merchant has agreed to escrow this amount. Total Merchant has also indicated it intends to retain Metalico's management and all other personnel.

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