Core Viewpoint - Kahn Swick & Foti, LLC is investigating the proposed sale of Enviri Corporation's Clean Earth to Veolia Environnement SA, focusing on whether the cash consideration of $14.50 - $16.50 per share adequately reflects the company's value [1]. Summary by Relevant Sections - **Proposed Transaction Details** - Enviri Corporation shareholders are set to receive cash consideration between $14.50 and $16.50 for each share owned in the proposed sale to Veolia Environnement SA [1]. - **Investigation Purpose** - The investigation aims to determine the adequacy of the cash consideration and the process that led to this valuation, assessing whether it undervalues Enviri Corporation [1].

Group 1 - Enviri Corporation is conducting an update conference call to provide insights and updates to stakeholders [1][2]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Enviri Corporation's Clean Earth to Veolia Environnement SA for Enviri shareholders [1] Summary by Relevant Categories Transaction Details - Enviri shareholders are expected to receive cash consideration ranging from $14.50 to $16.50 per share in the proposed transaction [1]

Acquisition of Clean Earth 21 November 2025 Highlights Estelle Brachlianoff, Chief Executive Officer, Veolia Key highlights Acquisition enhancing Group growth profile and international footprint Fully aligned with GreenUp plan and priority boosters Doubling Veolia size in the fast growing US Hazardous Waste sector and reaching #2 position(1) Enterprise Value of $3.0bn (c.€2.6bn), i.e. 9.8x(2) EBITDA 2026e post run-rate synergies $120m (c.€105m) run-rate cost synergies by Year 4, backed by Veolia solid track ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Enviri Corporation (NVRI) is up 32% at $18.00 [3] - Mobile-Network Solutions (MNDR) is up 32% at $4.04 [3] - Epsium Enterprise Limited (EPSM) is up 13% at $4.17 [3] - Azenta, Inc. (AZTA) is up 10% at $33.12 [3] - Shuttle Pharmaceuticals Holdings, Inc. (SHPH) is up 10% at $2.03 [3] - Inhibikase Therapeutics, Inc. (IKT) is up 9% at $1.67 [3] - OMS Energy Technologies Inc. (OMSE) is up 7% at $5.48 [3] - Montauk Renewables, Inc. (MNTK) is up 6% at $1.71 [3] - AN2 Therapeutics, Inc. (ANTX) is up 6% at $1.15 [3] - Brera Holdings PLC (SLMT) is up 5% at $2.21 [3] Premarket Losers - New Fortress Energy Inc. (NFE) is down 17% at $1.20 [4] - Educational Development Corporation (EDUC) is down 16% at $1.05 [4] - Q/C Technologies, Inc. (QCLS) is down 15% at $2.78 [4] - AnaptysBio, Inc. (ANAB) is down 14% at $32.21 [4] - Psyence Biomedical Ltd. (PBM) is down 14% at $1.47 [4] - ALT5 Sigma Corporation (ALTS) is down 13% at $1.45 [4] - Elastic N.V. (ESTC) is down 11% at $72.50 [4] - Twin Vee Powercats Co. (VEEE) is down 9% at $1.63 [4] - Gloo Holdings, Inc. Class A Common Stock (GLOO) is down 7% at $8.35 [4] - Metalpha Technology Holding Limited (MATH) is down 6% at $2.95 [4]

Core Viewpoint - Enviri Corporation has entered into a definitive agreement with Veolia Environnement SA for the acquisition of Clean Earth for $3.04 billion, with Enviri shareholders expected to receive cash consideration of $14.50 - $16.50 per share, while retaining ownership of Harsco Environmental and Rail through a spin-off into a new publicly traded company, New Enviri [1][4][12]. Transaction Details - The transaction involves a taxable spin-off of Harsco Environmental and Rail businesses to Enviri shareholders, who will receive 0.33 shares of New Enviri for each Enviri share held [2]. - Enviri plans to repay approximately $1.35 billion of existing debt, resulting in New Enviri being conservatively capitalized with a net debt to Adjusted EBITDA ratio of approximately 2.0x [3][12]. Management and Leadership - Russell Hochman has been appointed as President and Chief Operating Officer of Enviri and will become the Chief Executive Officer of New Enviri upon the separation [6][8]. - Nick Grasberger will remain with Enviri through the completion of the Clean Earth sale to ensure a smooth transition to the New Enviri management team [7]. Financial Structure and Positioning - The cash consideration for shareholders will be finalized by the Enviri Board before closing, considering existing debt repayment and transaction costs [3]. - New Enviri is expected to have a strong capital structure and improved cash flow profile, positioning it for future growth and value creation [4][12]. Timing and Approvals - The sale of Clean Earth is anticipated to close in mid-2026, pending shareholder approval and customary regulatory approvals [9].

Core Viewpoint - Siemens is expected to announce its strategy for reducing its stake in Siemens Healthineers, valued at 35 billion euros ($41 billion) [1] Company Summary - Siemens Healthineers is a significant asset for Siemens, and the planned reduction in stake indicates a strategic shift within the company [1] - The announcement is anticipated to provide insights into Siemens' broader financial strategy and capital allocation [1] Industry Summary - The engineering sector, particularly in healthcare technology, is witnessing shifts as companies reassess their investment strategies [1] - Stake adjustments in major firms like Siemens may influence market dynamics and investor sentiment within the healthcare technology industry [1]

Financial Data and Key Metrics Changes - In Q3, total revenue was $575 million, and adjusted EBITDA was $74 million, both representing highs for the year but lower than initial expectations [12][21] - Adjusted diluted loss per share was $0.08 for the quarter, excluding unusual items totaling $12 million pre-tax [13] - Adjusted free cash flow for the quarter was $6 million, which was $20 million above Q2 [14] Business Line Data and Key Metrics Changes - Clean Earth revenue grew 6% year-over-year to $250 million, with adjusted EBITDA reaching $43 million and a margin of 17.3% [17] - Harsco Environmental segment revenues totaled $261 million, with adjusted EBITDA of $44 million, impacted by divestitures and site closures [16] - Harsco Rail revenues were $64 million, with an adjusted EBITDA loss of $4 million, reflecting lower equipment volumes and higher manufacturing costs [18] Market Data and Key Metrics Changes - Steel production at customer locations rose modestly, with higher output in the U.S., India, and the Middle East, offset by lower production in Canada and Brazil [16] - Customer utilization rates in Europe remained below 70%, indicating room for improvement across the service portfolio [17] Company Strategy and Development Direction - The company is undergoing a strategic review to unlock value in its business portfolio, particularly focusing on the Clean Earth business [5][6] - A potential simultaneous sale of Clean Earth along with a taxable spin of Harsco Environmental and Rail businesses is being considered to minimize tax leakage for shareholders [6] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, expecting strong performance from Clean Earth in Q4 and a better year for Harsco Environmental in 2026 [9][11] - The outlook for Harsco Rail has been lowered due to demand weakness, but management is confident in the earnings and cash flow potential of the company [11] Other Important Information - The company amended its credit agreement to allow for potential transactions involving Clean Earth, providing additional flexibility in financial covenants [15] - The midpoint of EBITDA guidance was reduced by $27 million, primarily driven by rail, with free cash flow guidance reduced by $50 million [20] Q&A Session Summary Question: Update on the strategic review process - Management indicated strong interest in the Clean Earth business and is optimistic about unlocking its value before year-end [24] Question: Clarification on the $27 million EBITDA guidance drop - The majority of the drop is attributed to rail, with adjustments made to de-risk the outlook based on current order visibility [26] Question: Performance of Clean Earth and soil business - Management noted that while hazardous waste is expected to see a 15% EBITDA increase, the soil and dredge business is facing timing issues with project starts [28][29] Question: Sustainability of industry multiples - Management expressed confidence that the multiples expected from precedent transactions would be consistent with current market conditions [34] Question: Current run rate for baseline rail business - The baseline EBITDA for the rail business is currently in the $30 million range, lower than the historical $35 million-$40 million due to demand drop [36]

Q3 2025 Financial Performance - Revenues remained relatively unchanged at $575 million compared to $574 million in Q3 2024[11] - GAAP Income from Continuing Operations showed a decrease of 82%, falling from $(11) million in Q3 2024 to $(20) million in Q3 2025[11] - Adjusted EBITDA decreased by 12%, from $85 million in Q3 2024 to $74 million in Q3 2025, representing a margin of 12.9% compared to 14.8% in the previous year[11] - Adjusted diluted loss per share from continuing operations was $(0.08), compared to $(0.01) in Q3 2024[11] - Adjusted Free Cash Flow was $6 million, a significant change from $(34) million in Q3 2024[11] Segment Performance - Harsco Environmental's revenues decreased by 6% to $261 million, and Adjusted EBITDA decreased by 17% to $44 million[12] - Clean Earth's revenues increased by 6% to $250 million, and Adjusted EBITDA increased by 4% to $43 million[16] - Harsco Rail's revenues increased by 10% to $64 million, but Adjusted EBITDA decreased by 48% to $(4) million[20] Revised 2025 Outlook - GAAP Loss from Continuing Operations is projected to be between $(103) million and $(93) million, revised from the prior outlook of $(74) million to $(56) million[24] - Adjusted EBITDA is expected to be between $268 million and $278 million, revised from the prior outlook of $290 million to $310 million[24] - Adjusted Free Cash Flow is projected to be between $(30) million and $(20) million, revised from the prior outlook of $15 million to $35 million[24]

Revenue Performance - Total revenues for Q3 2025 were $574.8 million, slightly up from $573.6 million in Q3 2024, while total revenues for the nine months ended September 30, 2025, were $1,685.4 million, down from $1,783.9 million in the same period of 2024[124]. - Harsco Environmental segment revenues decreased to $261.1 million in Q3 2025 from $279.1 million in Q3 2024, and for the nine months, revenues fell to $762.2 million from $871.2 million[124]. - Clean Earth segment revenues increased to $250.1 million in Q3 2025 from $236.8 million in Q3 2024, and for the nine months, revenues rose to $731.6 million from $698.9 million[124]. - Harsco Rail segment revenues grew to $63.6 million in Q3 2025 from $57.7 million in Q3 2024, while for the nine months, revenues decreased to $191.5 million from $213.8 million[124]. - Total revenues for the three months ended September 30, 2025 increased by $1.2 million, or 0.2%, while revenues for the nine months decreased by $98.6 million, or 5.5%, compared to the same periods in 2024[139]. Operating Income and Expenses - Consolidated operating income for Q3 2025 was $16.5 million, down from $37.4 million in Q3 2024, and for the nine months, operating income decreased to $39.9 million from $94.4 million[124]. - The Company reported a $2.5 million decrease in operating income due to unfavorable net effects from new and lost contracts in Q3 2025 compared to Q3 2024[127]. - A decrease in sales from ecoproducts led to a decline in operating income of $4.9 million for the nine months ended September 30, 2025 compared to the same period in 2024[131]. - The divestitures of Performix and Reed negatively impacted operating income by $2.7 million and $7.9 million during the three and nine months ended September 30, 2025, respectively[131]. - A decrease of $5.0 million and $12.1 million in operating income from lower equipment revenue and higher manufacturing costs was reported for the three and nine months ended September 30, 2025, respectively[137]. Financial Position and Cash Flow - For the nine months ended September 30, 2025, net cash provided by operating activities was $63.0 million, an increase of $21.2 million from $41.8 million in the same period of 2024[157]. - Net cash used by investing activities during the nine months ended September 30, 2025 was $91.0 million, an increase of $68.8 million from $22.2 million in the same period of 2024[158]. - Net cash provided by financing activities increased by $88.9 million during the nine months ended September 30, 2025, primarily due to an increase in net borrowings of $70.1 million[159]. - The total net debt to Consolidated Adjusted EBITDA ratio was 4.82x as of September 30, 2025, compared to the permitted maximum ratio of 5.00x[164]. - As of September 30, 2025, the Company held $114.7 million in consolidated cash and cash equivalents, with approximately 9.3% subject to regulatory restrictions[169]. Strategic Initiatives and Changes - The Company initiated a review of strategic alternatives in August 2025, including a potential tax-efficient sale or separation of the Clean Earth business[121]. - An amendment to the Credit Agreement was made on November 5, 2025, adjusting the total Net Debt to Consolidated Adjusted EBITDA ratio covenant to 5.25x for Q4 2025 and 5.50x for the first three quarters of 2026[122]. - The Company updated its advance payment guarantee with Deutsche Bahn, requiring $14.5 million in cash collateral classified as Restricted Cash[170]. Income and Expenses - Net income for the nine months ended September 30, 2025 was $(80.1) million, compared to $(40.2) million for the same period in 2024[138]. - Defined benefit pension expense increased to $5.3 million and $15.7 million for the three and nine months ended September 30, 2025, respectively, from $4.3 million and $12.6 million in the same periods of 2024[151]. - The Company recognized interest income of $0.6 million and $1.5 million for the three and nine months ended September 30, 2025, respectively, down from $1.0 million and $6.1 million in the same periods of 2024[148]. - Interest expense decreased by $0.5 million and $2.3 million for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024[149]. - Total other comprehensive income was $1.6 million and $20.4 million for the three and nine months ended September 30, 2025, compared to $8.2 million and $(5.7) million in the same periods of 2024[154]. Market and Risk Factors - Market risks have not changed significantly from those disclosed in the Company's Annual Report for the fiscal year ended December 31, 2024[172].