Heritage-Crystal Clean, Inc. Announces Expiration Of "Go-Shop" Period Contained In Previously Announced Merger Agreement

Acquisition by J.F. Lehman & Company Remains on Track to Close in Fourth Quarter of 2023

Heritage-Crystal Clean, Inc. (NASDAQ:HCCI) ("Crystal Clean" or the "Company"), a leading provider of parts cleaning, hazardous and non-hazardous waste services, used oil re-refining, antifreeze recycling, industrial and field services, and emergency and spill response services, today announced the expiration of the 35-day "go-shop" period pursuant to the terms of the previously announced definitive merger agreement pursuant to which an investment affiliate of J.F. Lehman & Company ("JFLCO"), a leading private equity investment firm focused on the aerospace, defense, maritime and environmental sectors, has agreed to acquire all outstanding shares of Crystal Clean common stock for $45.50 per share in cash, or approximately $1.2 billion. The "go-shop" period expired at 11:59 p.m. Eastern Time on August 23, 2023.

During the "go-shop" period, at the direction of the Company's Board of Directors, Crystal Clean and representatives of William Blair & Company, financial advisor to the Company, engaged with or actively solicited alternative acquisition proposals from 53 potentially interested parties with respect to a possible alternative transaction to the merger. Crystal Clean did not receive any competing acquisition proposals during the "go-shop" period.

Upon expiration of the "go-shop" period, pursuant to the definitive merger agreement with JFLCO, Crystal Clean became subject to customary "no-shop" provisions that limit Crystal Clean and its representatives' ability to solicit alternative acquisition proposals from third parties or to provide confidential information to third parties, subject to customary "fiduciary out" provisions.

The transaction is expected to close in the fourth quarter of 2023, subject to customary closing conditions, including approval by Crystal Clean stockholders and the expiration of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. Upon completion of the transaction, Crystal Clean will become a privately held company and shares of Crystal Clean common stock will no longer be listed on the Nasdaq Stock Exchange or trade in any other public market.