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validly tendered and not withdrawn in the offer (including shares tendered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.
SOURCE Calypso Acquisition Corp.
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CONTACT: Jordon Kruse of Calypso Acquisition Corp., +1-213-830-6300
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