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ADA-ES Announces 2012 Annual Shareholders Meeting And Reorganization

Stocks in this article: ADES

ADA-ES, Inc. (NASDAQ:ADES) (“ADA” or the “Company”) announced today that it will hold its annual meeting of shareholders at 9:00 a.m. (local time) on June 6, 2012 at the Company’s offices located at 9135 South Ridgeline Boulevard, Suite 200, Highlands Ranch, Colorado 80129. At the meeting, ADA shareholders will be asked, among other things, to consider and vote on a proposal to approve an agreement and plan of merger among a new holding company incorporated in Delaware named Advanced Emissions Solutions, Inc. (“ADES”), ADA and a subsidiary of ADES whereby ADA will merge with the new subsidiary and become a wholly owned subsidiary of the new holding company. In the merger, the current ADA shareholders will become stockholders of ADES on a one-for-one basis, holding the same number of shares and same ownership percentage after the reorganization as they held immediately prior to the reorganization. The reorganization generally will be tax-free for ADA shareholders. Shareholders of record on March 29, 2012 will be entitled to attend and vote at the annual meeting on the proposal to approve the merger agreement, which is more fully described in the proxy statement/prospectus relating to the meeting.

Upon completion of the reorganization, ADES would replace the present company as the publicly held corporation and it and its subsidiaries will conduct all of the operations we currently conduct. The officers of ADES would include the current President and Chief Executive Officer, Senior Vice President, Chief Financial Officer and Secretary, Chief Operating Officer, Chief Technology Officer, and Vice President and Corporate Counsel of ADA. The directors of ADA prior to the reorganization would be the same as the directors of ADES following the reorganization. We expect that the shares of ADES common stock will trade on the NASDAQ Capital Market under the ticker symbol “ADES.”

Dr. Michael Durham, President and CEO of ADA, stated, “We believe the name Advanced Emissions Solutions more accurately reflects the scope of our current operations and our future direction. Since ADA spun out from Earth Sciences in 2003, we’ve become a prominent participant in the pollutant control industry including emission control technology, equipment and chemicals that reduce emissions mercury, CO 2 and other pollutants from coal-fired power plants, industrial boilers and cement kilns. Implementing the holding company structure will provide us with strategic, operational and financing flexibility and, by incorporating ADES in Delaware, we will be in a better position to take advantage of the flexibility, predictability and responsiveness that Delaware corporate law provides. We are enthusiastic about the significant opportunities for the Company from the release of the Mercury and Air Toxics Standards (“MATS”) by the EPA in December 2011 and believe the reorganization and new name better positions the Company to capitalize on these opportunities.”

If approved at the annual meeting, we expect that the reorganization will become effective on or about July 1, 2012. At the annual meeting, shareholders will also be asked to elect nine directors, ratify auditors, approve Amendment No. 1 to ADA’s Amended and Restated 2007 Equity Incentive Plan and approve the Amended and Restated 2010 Non-Management Compensation and Incentive Plan.

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