Perma-Fix offers to swap M&EC series B preferreds for common stock

By Marisa Wong

Morgantown, W.Va., April 24 – Perma-Fix Environmental Services, Inc. said it has begun an offer to exchange subsidiary East Tennessee Materials and Energy Corp. (M&EC)’s series B preferred stock for newly issued Perma-Fix common stock.

The company is offering for every series B preferred share tendered, 0.1050805 of a common share, according to a press release.

The private exchange offer will expire at midnight ET on May 30.

The offer is being made on an all-or-none basis for all 1,284,730 shares of series B preferreds outstanding. There are about 13 holders of record of the series B preferreds.

Assuming all currently outstanding series B preferred shares are tendered for exchange, the company would issue up to 135,000 shares of common stock.

The company said it will not issue fractional shares of common stock in the offer but instead will pay cash for all fractional shares on the settlement date based on the closing share price on the last trading day immediately preceding the expiration date of the offer.

Mark Duff, president and chief executive officer of Perma-Fix, commented in the release, “This was an important step as we complete the closure of M&EC. We view the exchange offer as beneficial to the company and M&EC, as it eliminates M&EC’s dividend obligations and, accordingly, enhances the company’s consolidated financial statements.

“As the holder of 100% of the voting capital stock of M&EC, the company believes that the exchange offer will address the illiquidity of M&EC’s series B preferred stock, by giving to the holders of the series B preferred stock shares of our common stock.

“These shares are being offered pursuant to an exemption from registration under federal and state securities laws and, hence, will be considered restricted securities.”

Based in Atlanta, Perma-Fix is a nuclear services company and provider of nuclear and mixed waste management services.

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