Heckmann to buy China Water for $625 million

The company said about $455 million is expected to be paid in stock at an exchange rate of eight-tenths of a share of Heckmann stock for each share of China Water stock. An additional $170 million will be paid in cash at $5 per share.

Heckmann said the acquisition will allow it to build a "global water company." The company said it will use the deal to begin an "aggressive acquisition program" in the water business.

Heckmann said it will assemble a board of directors and a senior management team with experience in the water sector in Asia and other international markets.

Xu Hongbin, founder and current chairman of China Water, will serve on the company's board of directors along with Andy Seidel, chairman and chief executive of Underground Solutions, a U.S. water infrastructure company.

Heckmann said it will fund the deal with cash held in a trust and new shares to be issued. All remaining proceeds from the trust account will then be used for working capital and growth opportunities.

Heckmann may also pay $150 million in contingent payments to noteholders and investors who have agreed to certain waivers, releases and terminations of rights if the combined company reaches $90 million in adjusted net income in 2009.

After the deal closes, China Water will become a subsidiary of Heckmann. The deal is expected to close in the fall of 2008.

Heckmann said Hongbin will serve as CEO of the subsidiary and Dick Heckmann will remain chairman and CEO of the combined company.

China Water's shareholders already have approved the deal, Heckmann said.