Enviri Corporation (NYSE: NVRI) shareholders overwhelmingly approved the pending sale of its Clean Earth division to Veolia Environnement S.A. for $3.04 billion, with the transaction and a subsequent spin-off expected to be completed by mid-year 2026.
"New Enviri will be a leading provider of critical environmental services and material processing to the metals industry and innovative equipment, after-market parts and services for the rail sector," the company said in a statement.
The transaction, approved by 99.54% of votes cast, will result in a cash distribution to shareholders of between $14.50 and $16.50 per share. The remaining Harsco Environmental and Harsco Rail businesses will be spun off into a new, publicly traded company called "New Enviri," which will retain the NVRI ticker. New Enviri is expected to have pro forma revenues of approximately $1.2 billion in 2026 and will launch with a net debt to adjusted EBITDA ratio of 2.0x.
The move is part of Enviri's "sum-of-the-parts" strategy to unlock shareholder value. The new, more focused industrial company will aim for significant earnings and cash flow growth. Investors will be watching for the satisfaction of customary closing conditions ahead of the mid-2026 target for the transaction's completion.
The vote follows a period of transformation for Enviri, which has seen its stock rise approximately 120% over the past year as investors showed support for the restructuring plan. The company secured regulatory approval in March when the Hart-Scott-Rodino waiting period expired.
Analysts remain cautiously optimistic, with three firms rating the stock a Buy and a mean price target of $21.67, suggesting a potential 10% upside from its current level of around $19.16.
The new company, New Enviri, will begin with a conservative capital structure, including an undrawn revolving credit facility at closing. Management has indicated a focus on improving free cash flow generation, which will be a key metric for the standalone company's performance. While the Clean Earth division has shown strong growth, the Rail segment has faced challenges, and investors will be looking for signs of stabilization in the businesses that will form the core of New Enviri.
This transaction will separate Enviri into two distinct entities: a cash distribution for shareholders and a more streamlined industrial company focused on environmental services for the metals and rail industries. The successful execution of this plan is expected to provide a clearer valuation for the respective businesses.
This article is for informational purposes only and does not constitute investment advice.
