Badger Files Management Information Circular and Provides Acquisition Update

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[{"type":"text","content":"\nBadger Files Management Information Circular and Provides Acquisition Update\n\n Mar. 28, 2011 (Filing Services Canada) -- Badger Daylighting Ltd. (BAD - TSX), (\"Badger\") is pleased to announce that it has filed the Management Information Circular (\"Circular\") for a shareholder meeting to be held on April 26, 2011 to approve a plan of arrangement (the \"Plan of Arrangement\") with Clean Harbors, Inc. (\"Clean Harbors\") whereby Clean Harbors will indirectly acquire 100% of Badger's outstanding common shares for cash consideration of $20.50 per share.  The Circular has been filed on the SEDAR website (www.sedar.com). Shareholders of record on March 24, 2011 will also receive a paper copy of the Circular by mail, unless they have previously opted to not receive shareholder materials.The ArrangementPursuant to the proposed Plan of Arrangement, (i) holders of common shares of Badger at the effective time of the Plan of Arrangement will receive in respect of each Badger common share held CAD $20.50 in cash (less any applicable withholding tax);(ii) holders of unexercised options to acquire Badger common shares will receive the amount (if any) by which  CAD $20.50 exceeds the exercise price of the unexercised option (less any applicable withholding tax).The acquisition remains subject to receipt of court,  regulatory and Badger shareholder approvals and other customary closing conditions, and is expected to be completed on April 29, 2011, or a later date, if all conditions to the acquisition have not yet been met on that date.Financing ArrangementsThe total consideration necessary to complete the transaction is approximately $251 million, including the assumption of approximately $29 million in net debt.  The Plan of Arrangement is not conditional on Clean Harbors obtaining financing.Shareholder MeetingA special meeting of shareholders and option holders of Badger will be held at 9:00 a.m. (Calgary time) on Tuesday, April 26, 2011 to approve the Plan of Arrangement.  The transaction will require approval of not less than 66 2/3 percent of the votes cast by the shareholders and option holders of Badger, voting together as a single class, at the meeting.  Details on how to vote are contained in the Circular.Court Approval of the Arrangement and Completion of the Arrangeme...

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