HOUSTON, May 25, 2011 /PRNewswire/ — Gundle/SLT Environmental, Inc. (the “Issuer”) today announced that it has received, pursuant to its previously announced cash tender offer and consent solicitation with respect to all of its outstanding $150,000,000 aggregate principal amount of 11% Senior Notes due 2012 (the “Notes”), the requisite consents to adopt proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) that would eliminate substantially all of the restrictive covenants and certain events of default, and modify certain other provisions, contained in the Indenture.

The Issuer announced that consents had been delivered with respect to $132,358,000 aggregate principal amount of Notes, representing approximately 88.24% of the outstanding aggregate principal amount of Notes, which Notes had been validly tendered (and not validly withdrawn) as of 5:00 p.m., New York City time, on May 25, 2011 (the “Consent Date”). In conjunction with receiving the requisite consents, the Issuer, the applicable guarantors and U.S. Bank National Association, as trustee, executed a supplemental indenture with respect to the Indenture implementing the Proposed Amendments. The supplemental indenture became effective upon execution, but the Proposed Amendments will not become operative until immediately prior to the effectiveness of the Issuer’s proposed new senior secured credit facilities on terms and conditions acceptable to the Issuer (the “Refinancing Transaction”) and will cease to be operative unless the Financing Condition (as defined below) is met and the Issuer accepts for purchase any of the Notes validly tendered pursuant to the terms and conditions described in the Offer to Purchase (as defined below).

The tender offer and consent solicitation are being made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated May 12, 2011 (the “Offer to Purchase”). The tender offer and consent solicitation are subject to, and conditioned upon, certain conditions, including (a) the receipt of the consents of holders of at least a majority of the outstanding aggregate principal amount of the Notes and execution of the supplemental indenture giving effect to the Proposed Amendments, which condition has been satisfied; (b) the receipt by the Issuer of net proceeds from the Refinancing Transaction in an amount sufficient to refinance the Issuer’s existing revolving credit facility, fund all of the Issuer’s obligations under the tender offer and consent solicitation and pay related fees and expenses (the “Financing Condition”); and (c) the satisfaction of other general conditions set forth in the Offer to Purchase.

Upon acceptance by the Issuer, holders of Notes who validly tendered (and did not validly withdraw) their Notes on or prior to the Consent Date will receive the total consideration equal to $1,003.75 per $1,000 principal amount of such Notes, which consists of $1,000 as the tender offer consideration and $3.75 as a consent payment, plus accrued and unpaid interest up to, but not including, the date of payment, on the Early Settlement Date (as defined in the Offer to Purchase). A holder’s right to validly withdraw tendered Notes and validly revoke delivered consents expired on the Consent Date.

Holders of Notes who validly tender (and do not validly withdraw) their Notes after the Consent Date, but on or prior to 5:00 p.m., New York City time, on June 10, 2011 (unless extended or earlier terminated by the Issuer, the “Expiration Date”), and whose Notes are accepted for purchase, will receive the tender offer consideration equal to $1,000 per $1,000 principal amount of such Notes, plus accrued and unpaid interest up to, but not including, the date of payment, on the Final Settlement Date (as defined in the Offer to Purchase). Holders of Notes who tender after the Consent Date will not receive a consent payment. Notes tendered after the Consent Date, but on or prior to the Expiration Date, may not be withdrawn, except in the limited circumstances described in the Offer to Purchase.

Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding, and the holders thereof will be bound by the Proposed Amendments contained in the supplemental indenture even though they have not consented to the Proposed Amendments. The Issuer intends to redeem any Notes that remain outstanding after the consummation of the tender offer in accordance with the terms of the Indenture.

Jefferies & Company, Inc. is acting as the dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as the information agent and tender agent for the tender offer and consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 290-6429 (toll-free) or (212) 269-5550 (collect). Questions regarding the tender offer or consent solicitation may be directed to Jefferies & Company, Inc. at (888) 708-5831 (toll-free) or (203) 708-5831 (collect).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell or a solicitation of consents with respect to any securities. The tender offer and consent solicitation are only being made pursuant to the terms of the Offer to Purchase. The tender offer and consent solicitation are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Issuer, the dealer manager and solicitation agent, the information agent and tender agent, the trustee under the Indenture or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the tender offer.

About Gundle/SLT Environmental, Inc.

Gundle/SLT Environmental, Inc. is the world leader in providing geosynthetic lining solutions, products and services to satisfy the needs of domestic and international, municipal and private companies engaged in the waste management, mining, water and wastewater treatment, aquaculture and other industrial activities.

Safe Harbor Statement

Some of the statements in this news release constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. The forward-looking statements made in this release reflect the Issuer’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, including known and unknown risks. Because actual results could differ materially from the Issuer’s intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this news release with caution. The Issuer does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Gundle/SLT Environmental, Inc.