RENEWABLE ENERGY GROUP, INC. Item 8.01 Other Events.
On
Following the announcement of the Merger, ten purported stockholders of REG
filed complaints against REG and each member of the Board alleging violations of
the federal securities laws. Such complaints allege that REG's Schedule 14A
filed on
In addition, following the filing of the Definitive Proxy Statement, four
purported REG stockholders sent
While REG believes that the allegations in the complaints, demand letters, and
Section 220 demand letters lack merit and that the disclosures set forth in both
the
Important information concerning the proposed merger is set forth in the Definitive Proxy Statement. The Definitive Proxy Statement is amended and supplemented by, and should be read as part of, and in conjunction with the information set forth in these Definitive Additional Materials.
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If you have any questions concerning the Merger, the Definitive Proxy Statement
or this Supplemental Disclosure, would like additional copies or need help
voting your shares or REG common stock, please contact REG's proxy solicitor,
[[Image Removed: LOGO]]
MacKenzie Partners, Inc.
1407 Broadway , 27th Floor
New York, New York 10018
Email: proxy@mackenziepartners.com
Toll-Free: 1-800-322-2885
******
SUPPLEMENTAL DISCLOSURE TO DEFINITIVE PROXY STATEMENT
The following supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. To the extent that information in this supplement differs from or updates information contained in the Definitive Proxy Statement, the information in this supplement shall supersede the information in the Definitive Proxy Statement. All page references are to pages of the Definitive Proxy Statement, and all terms used below, unless otherwise defined, shall have the meanings set forth in the Definitive Proxy Statement. New text within restated language from the Definitive Proxy Statement is highlighted with bold, underlined text and removed language within restated language from the Definitive Proxy Statement is indicated in strikethrough text.
The Section of the Definitive Proxy Statement entitled "Summary-Litigation Relating to the Merger" is amended and supplemented as follows:
1. The following supplemental disclosure replaces in its entirety the third
full paragraph beginning on page 19 of the Definitive Proxy Statement:
Following the announcement of the Merger, seven ten purported stockholders of
REG filed complaints against REG and each member of the Board alleging
violations of the federal securities laws. An additional complaint was sent to
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Exchange Act. The Walata Draft Complaint purports to seek (i) injunctive relief,
(ii) damages, (iii) plaintiff's attorneys' and experts' fees and costs, and
(iv) other such relief that the court deems just and proper. In addition,
following the filing of the Definitive Proxy Statement, on
REG believes the claims asserted in the Filed Complaints, the Walata Draft Complaint, the demand letters and the Section 220 demand letters are without merit.
The Section of the Definitive Proxy Statement entitled "The Merger-Background of the Merger" is amended and supplemented as follows:
1. The following supplemental disclosure replaces in its entirety the
second, third and fourth full paragraphs beginning on page 23 of the
Definitive Proxy Statement:
Beginning in
On
On
On
2. The following supplemental disclosure replaces in its entirety the
seventh paragraph beginning on page 23 of the Definitive Proxy
Statement:
On
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3. The following supplemental disclosure replaces in its entirety the ninth
paragraph beginning on page 24 of the Definitive Proxy Statement:
On
4. The following supplemental disclosure replaces in its entirety the fourth
full paragraph beginning on page 26 of the Definitive Proxy Statement:
On
5. The following supplemental disclosure replaces in its entirety the third
full paragraph beginning on page 27 of the Definitive Proxy Statement:
On
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The Section of the Definitive Proxy Statement entitled "The Merger-Certain Financial Projections" is amended as follows:
1. The following supplemental disclosure replaces in its entirety the table
titled "REG Management Five-Year Projections" and the corresponding
explanatory footnotes beginning on page 53 of the Definitive Proxy
Statement:
REG Management Five-Year Projections
(in millions)
2022E 2023E 2024E 2025E 2026E
Revenue $ 4,012 $ 4,736 $ 6,503 $ 6,628 $ 6,806
Gross Margin $ 427 $ 382 $ 724 $ 755 $ 778
Adjusted EBITDA(1) $ 270 $ 195 $ 560 $ 591 $ 613
Adjusted EBITDA after SBC(2) $ 264 $ 188 $ 554 $ 584 $ 607
EBIT(3) $ 218 $ 137 $ 467 $ 493 $ 511
(1) Adjusted EBITDA is defined as earnings before interest, taxes,
depreciation, and amortization and stock-based compensation ("SBC"), and
excludes plus the gain on sale of assets, plus or less gain/loss on debt
extinguishment, plus gain on lease termination, plus interest income,
plus other income or less other expenses, plus the impairment of assets
and plus executive severance., and plus stock based compensation Adjusted
EBITDA is determined in the same manner as "Adjusted EBITDA" as referred
to in public disclosure. Adjusted EBITDA is a non-GAAP measure and should
not be considered as an alternative to operating income or net income as
a measure of operating performance.
(2) Adjusted EBITDA after SBC is defined as Adjusted EBITDA less stock-based
compensation. Adjusted EBITDA after SBC is a non-GAAP measure and should
not be considered as an alternative to operating income or net income as
a measure of operating performance.
(3) EBIT is defined as Adjusted EBITDA after SBC less depreciation and
amortization expenses.
(4) Invested Capital is defined as total debt plus total book value of equity
less excess cash, cash equivalents and short- and long-term marketable
securities; provided, however, that any capital invested in Geismar Train
B ("GTB") was excluded from the calculation for all periods prior to
2024, the first year of commercialization of GTB. Average Invested
Capital in each year is equal to the average of the beginning of year and
end of year Invested Capital balances.
(5) Return on Invested Capital ("ROIC") is defined as net operating profit
after tax (assuming a 26% marginal tax rate) divided by Average Invested
Capital average total debt plus total book value of equity less excess
cash, cash equivalents and short and long-term marketable securities
during the period.
(6) Unlevered Free Cash Flow is defined as Adjusted EBITDA after SBC, less
taxes (deducting depreciation and assuming a marginal tax rate of 26%),
plus depreciation, plus/minus change in working capital, less capital
expenditures plus capital. Unlevered Free Cash Flow is a non-GAAP measure
and should not be considered as an alternative to cash flows or a measure
of liquidity.
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The Section of the Definitive Proxy Statement entitled "The Merger-Opinion of
1. The following supplemental disclosure replaces in its entirety the third
paragraph beginning on page 45 of the Definitive Proxy Statement:
2. The following supplemental disclosure replaces in its entirety the first
paragraph beginning on page 48 of the Definitive Proxy Statement:
Selected Precedent Merger and Acquisition Transactions Analysis.
3. The following supplemental disclosure replaces in its entirety the third
and fourth paragraph beginning on page 49 of the Definitive Proxy
Statement:
Premiums Paid in Selected Precedent Merger and Acquisition Transactions.
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transaction-related premium was 51%, in each case based on the target company's
unaffected spot closing stock price.
Premiums Paid Analysis
Announcement Date Target Acquirer Unaffected Premium
11/18/2021 Dicema Novo Nordisk 80%
Pharmaceuticals
8/11/2021 Vine Energy Chesapeake Energy 1%
6/21/2021 Raven Industries CNH Industrial NV 50%
6/18/2021 Sykes Enterprises Sitel Worldwide 31%
6/08/2021 Contago Oil & Gas Independence Energy 93%
6/7/2021 U.S. Concrete Vulcan Materials 30%
5/18/2021 Core-Mark Holding Performance Food 11%
Group
5/10/2021 Harvest Health & Trulieve Cannabis 34%
Recreation
5/4/2021 Domtar Paper Excellence 37%
Canada Holdings
2/22/2021 Cooper Tire & Goodyear Tire & 24%
Rubber Rubber
2/10/2021 NIC Tyler Technologies 14%
2/1/2021 Viela Bio Horizon Therapeutics 53%
1/11/2021 Cardtronics NCR 51%
12/21/2020 HMS Holdings Veritas Capital Fund 52%
Management
12/21/2020 QEP Resources Diamondback Energy (1%)
12/18/2020 BioTelemetry Koninklijke Philips 17%
NV
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11/02/2020 Endurance Clearlake Capital 64%
International Group Group
Holdings
10/16/2020 CIT Group First Citizen 11%
BancShares
8/17/2020 Principia Biopharma Sanofi 35%
7/6/2020 Vivint Solar SunRun 9%
1/24/2020 Cincinnati Bell Macquarie 101%
Infrastructure &
Real Assets
12/9/2019 ArQule Merck Sharp & Dohme 107%
12/9/2019 Synthorx Sanofi 172%
12/3/2019 AK Steel Holding Cleveland-Cliffs 16%
12/2/2019 Audentes Astellas Pharma 107%
Therapeutics
11/6/2019 William Lyon Homes Taylor Morrison Home 17%
10/22/2019 Cision Platinum Equity 18%
Advisors
10/14/2019 Jagged Peak Energy Parsely Energy 11%
8/14/2019 Presidio BC Partners 26%
8/7/2019 Cambrex Pemira Advisers 47%
7/29/2019 Geonomic Health EXACT Sciences 5%
6/17/2019 LegacyTexas Prosperity 9%
Financial Group Bancshares
6/10/2019 Shutterfly Apollo Management 19%
4/30/2019 WageWorks HealthEquity 19%
4/16/2019 Smart & Final Apollo Management 19%
Stores
3/19/2019 HFF Jones Lang LaSalle 6%
2/25/2019 Multi-Color Platinum Equity 20%
Advisors
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Premiums Paid Near 52-Week Low.
Premiums Paid Analysis - Near 52-Week Low
Announcement Date Target Acquirer Unaffected Premium
11/18/2021 Dicema Novo Nordisk 80%
Pharmaceuticals
10/14/2019 Jagged Peak Energy Parsely Energy 11%
8/14/2019 Presidio BC Partners 26%
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