BETHESDA, Md., Nov. 18, 2021 /PRNewswire/ -- Centrus Energy
Corp. (NYSE American: LEU) ("Centrus" or the "Company") today
announced the preliminary results of its tender offer (the "Offer")
to purchase all of its outstanding Series B Senior Preferred Stock,
par value $1.00 per share (the
"Series B Preferred Shares") at a purchase price per share
(inclusive of any rights to accrued but unpaid dividends) of
$1,145.20 in cash, less any
applicable withholding taxes, and the related consent solicitation
(the "Consent Solicitation") to amend the certificate of
designation of the Series B Preferred Shares (the "Series B
Preferred Amendment"). The Offer and Consent Solicitation expired
at 5:00 p.m., Eastern time on
Thursday, November 18, 2021.
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Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the Offer and Consent Solicitation, 36,867
shares of the Series B Preferred Shares were properly tendered and
not properly withdrawn in the Offer, and corresponding consents
have been delivered in the Consent Solicitation. Pursuant to
the terms of the Offer and Consent Solicitation, the Company
expects to accept for purchase all of the Series B Preferred Shares
tendered in the Offer, for an aggregate purchase price of
$42.2 million. The shares expected to
be acquired represent 97.4% of the Company's outstanding Series B
Preferred Shares as of September 30,
2021. Based on the preliminary results, the requisite
consent of at least 90% of the outstanding Series B Preferred
Shares required to approve the Series B Preferred Amendment was
obtained.
The number of shares properly tendered and not properly
withdrawn are preliminary and are subject to verification by the
depositary and the proper delivery of all shares tendered. The
actual number of shares properly tendered and not properly
withdrawn will be announced promptly following the completion of
the verification process. Promptly after such announcement, the
depositary will issue payment for the shares properly tendered and
accepted under the Offer and will return any other shares tendered.
Payment for shares will be made in cash, subject to applicable
withholding and without interest. It is currently expected that
payment for all shares purchased will be made on or around
November 23, 2021.
D.F. King & Co., Inc. is serving as information agent and
Computershare Trust Company, N.A. is serving as the depositary for
the tender offer and consent solicitation.
Redemption of Series B Preferred Shares
In addition, because Centrus received the requisite consent to
approve the Series B Preferred Amendment, Centrus intends to issue
a notice of redemption to redeem all of the Series B Preferred
Shares that remain outstanding following consummation of the Offer
in accordance with the terms of the Series B Preferred
Amendment.
Additional Information Regarding the Offer and Consent
Solicitation and the Redemption
This communication (i) is for informational purposes only, (ii)
is not a recommendation to buy or sell Series B Preferred Shares or
any other securities, (iii) is neither an offer to purchase nor a
solicitation of an offer to sell Series B Preferred Shares or any
other securities, and (iv) shall not constitute a notice of
redemption pursuant to the terms of the Series B Preferred Shares
or an obligation to issue a notice of redemption.
Centrus has filed a tender offer statement on Schedule TO (as
amended or supplemented, the "Schedule TO"), including an offer to
purchase, letter of transmittal and related materials, with the
United States Securities and Exchange Commission (the "SEC"). The
Offer and Consent Solicitation are only made pursuant to the offer
to purchase, letter of transmittal and consent and related
materials filed as a part of the Schedule TO. Stockholders should
read carefully the offer to purchase, letter of transmittal and
consent and related materials because they contain important
information, including the various terms of, and conditions to, the
Offer and Consent Solicitation. Stockholders may obtain a free copy
of the tender offer statement on Schedule TO, the offer to
purchase, letter of transmittal and other documents that Centrus
has filed with the SEC at the SEC's website at www.sec.gov or
from the Centrus website at www.centrusenergy.com or from the
information agent for the tender offer.
About Centrus
Centrus Energy is a trusted supplier of nuclear fuel and
services for the nuclear power industry. Centrus provides value to
its utility customers through the reliability and diversity of its
supply sources – helping them meet the growing need for clean,
affordable, carbon-free electricity. Since 1998, the Company has
provided its utility customers with more than 1,750 reactor years
of fuel, which is equivalent to 7 billion tons of coal. With
world-class technical and engineering capabilities, Centrus is also
advancing the next generation of centrifuge technologies so that
America can restore its domestic uranium enrichment capability in
the future. Find out more at www.centrusenergy.com.
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. In this context, forward-looking
statements mean statements related to future events, and often
contain words such as "expects," "anticipates," "intends," "plans,"
"believes," "will," "should," "could," "would," or "may" and other
words of similar meaning. These statements include statements
regarding the terms and timing of completion of the Offer and
Consent Solicitation, including acceptance for purchase of the
Series B Preferred Shares, and the Company's intention to redeem
all Series B Preferred Shares that remain outstanding following
consummation of the Offer. Forward-looking statements by their
nature address matters that are, to different degrees, uncertain.
Particular risks and uncertainties that could cause results to
differ from those expressed in these financial statements include
conditions in financial markets, response by holders of Series B
Preferred Shares to the Offer and Consent Solicitation and other
factors described in the Company's filings with the SEC. These
factors may not constitute all factors that could cause actual
results to differ from those discussed in any forward-looking
statement. Accordingly, forward-looking statements should not be
relied upon as a predictor of actual results. Readers are urged to
carefully review and consider the various disclosures made in this
press release and in our other filings with the SEC that attempt to
advise interested parties of the risks and factors that may affect
our business. We do not undertake to update our forward-looking
statements to reflect events or circumstances that may arise after
the date of this press release, except as required by law.
Centrus Investor Contacts:
Investors: Dan Leistikow (301)
564-3399 or LeistikowD@centrusenergy.com
Media: Lindsey Geisler (301)
564-3392 or GeislerLR@centrusenergy.com
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SOURCE Centrus Energy Corp.