Date: July 27, 2009
Source: Startech Environmental Corp.
Startech Environmental Implements Stockholder Rights Plan
Startech Environmental Corp. (OTCBulletinBoard: STHK) , a fully reporting, Award-winning Environment and Energy Company, today announced that its Board of Directors has unanimously adopted a short-term Stockholder Rights Plan. The Plan will expire on August 24, 2009, unless the rights issued under the Plan become exercisable.
The Plan was adopted in response to the pending tender offer of Friendly LRL Holdings, LLC and its affiliates to acquire all of the outstanding shares of Startech Common Stock for a cash price of $0.65 per share. As previously announced, the Board of Directors of the Company has recommended that Startech stockholders reject the offer and not tender their shares pursuant to the offer at this time.
The Plan is intended to allow the Company time to continue discussions with a number of parties regarding an investment without the deadline imposed by Friendly LRL and its offer. Based upon evolving circumstances, the Board could also determine that it would be in the best interests of stockholders to enter into discussions with Friendly LRL, and the Plan would give the Board the opportunity to do so effectively, without the coercive pressure of the offer.
The Board has limited the term of the Plan to one month, which is the time that the Board currently believes it requires to address the circumstances of the pending offer and the alternative transactions being considered by the Board and which also takes account of the Company's current liquidity. The Plan could be renewed or extended, however, if the Board believed that it required additional time and that the renewal or extension was in the best interests of stockholders. The term of the Plan could also be shortened, or its terms could otherwise be modified, if the Board believed that such action was warranted to facilitate a transaction that the Board believed was in the best interests of stockholders.
Generally, under the Rights Plan, the Rights will be exercisable if a person or group acquires 15 percent or more of the Company's Common Stock. Each Right will then entitle all stockholders, other than the acquiring person or group, to purchase a number of shares of Common Stock having a market value equal to twice the exercise price of $1.30. The Board could also determine to exchange each Right held by all persons other than the acquiring person or group for three shares of Common Stock. If the Rights are triggered during the term of the Plan, the Rights would remain exercisable for an additional five years, until August 24, 2014.
The offer of Friendly LRL is currently conditioned on the tender of a majority of the shares of Common Stock on a fully diluted basis. Friendly LRL amended its offer to eliminate the condition that Friendly LRL and Startech enter into a merger agreement. The rights would be triggered if Friendly LRL were to consummate its offer while the Plan was in effect.
The dividend distribution will be made on July 27, 2009, payable to stockholders of record on that date, and will also attach to shares of Common Stock issued by the Company after that date.
For questions regarding adoption of the Rights Plan, LRL Friendly's tender offer or for assistance in withdrawing previously tendered shares, contact Startech's information agent, Okapi Partners, at the address, phone number and email address below:
Okapi Partners
780 Third Avenue
30th Floor
New York, NY 10017
Toll-Free for Shareholders: (877) 259-6290
Banks and Brokers Call Collect: (212) 297-0720
Email: info@okapipartners.com
About Startech -- The Environment and Energy Company
Startech is an internationally recognized, Award-winning, Environment and Energy Industry Company producing and selling its innovative, proprietary plasma processing equipment known as the Plasma Converter System(TM).
The Plasma Converter System safely and economically destroys wastes, no matter how hazardous or lethal, and turns most into useful and valuable products. In doing so, the System protects the environment and helps to improve Public Health and Safety. The System achieves closed-loop elemental recycling to safely and irreversibly destroy urban waste, organics and inorganics, solids, liquids and gases, hazardous and non-hazardous waste, industrial by-products and also items such as electronics-waste (e-waste), medical waste, chemical industry waste and other specialty wastes, while converting many of them into useful commodity products that can include silicates, metals and a synthesis-gas called Plasma Converted Gas (PCG)(TM). Among the many commercial uses for PCG, is its use to produce "Carbonless Electric Power" from Startech Hydrogen, Gas-To-Liquid (GTL) fuels such as ethanol, synthetic diesel fuel and other higher alcohol "alternative" fuels. Startech Hydrogen, for commercial use and sale, can also be recovered from the PCG. The Startech Plasma Converter is essentially a manufacturing system producing valuable commodity products from feedstock-materials that were previously regarded as wastes. Startech regards all wastes, hazardous and non-hazardous, as valuable renewable resources and as feedstocks.
For further information, please visit www.startech.net
Safe Harbor for Forward-Looking Statements
This news release contains forward-looking statements, including statements regarding the Company's plans and expectations regarding the development and commercialization of its Plasma Converter(TM) technology. All forward-looking statements are subject to risk and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause such a difference include, without limitation, failure of the customer to obtain appropriate financing for the project, general risks associated with product development, manufacturing, rapid technological change and competition as well as other risks set forth in the Company's filings with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which any such statement is based.
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