Allied Waste (NYSE:AW)
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Republic Services, Inc. (NYSE: RSG) and Allied Waste Industries, Inc.
(NYSE: AW) today announced that RiskMetrics Group (formerly
Institutional Shareholder Services), Glass Lewis and PROXY Governance,
Inc., the three leading independent proxy advisory firms, have all
recommended that stockholders vote FOR
the proposals with respect to the merger of Republic Services and Allied
Waste.
In its report dated November 3, 2008, RiskMetrics Group stated:
Based on our review of the terms of the
transactionparticularly the strategic
rationale, the narrowing of the EV/EBITDA valuation multiple between
Allied Waste and its peer group since the initial merger announcement,
Republic's history of generating better than peer average total
shareholder returns, and the analysts' favorable outlook for Republic,
we believe that the merger agreement warrants shareholder support.
In its report, Glass Lewis stated:
Based on the sound strategic rationale, fair
financial terms and the absence of significant conflict, we believe the
merger of equals is in the interest of shareholders of both companiesFurther,
the transaction is expected to yield significant cost synergies and the
boards of Allied Waste and Republic anticipate that the merger will be
accretive to the Companys earnings per share
within the first full calendar year after closing.
In its report, dated October 23, 2008, PROXY Governance, Inc. stated:
We support this transaction because it
appears to make strategic sense and we believe that shareholders will be
better off with shares of the combined company.
As announced on June 23, 2008, Republic Services and Allied Waste boards
of directors unanimously approved a definitive merger agreement to
firmly establish one of the nations leading
waste and environmental services providers, with expected pro forma
annual revenues of approximately $9 billion. The combined company will
have more than 35,000 employees serving more than 13 million customers
in 40 states and Puerto Rico. The transaction is expected to close by
the fourth quarter of 2008, to generate approximately $150 million in
net annual synergies by the third year following completion of the
merger, and to be accretive to Republics
earnings per share in the first year following completion of the merger.
Republic will hold its special stockholder meeting on November 14, 2008,
at 1:30 p.m., Eastern Time, in the Atrium on the 7th Floor of 110 S.E.
6th Street, Fort Lauderdale, Florida 33301. Allied will hold its special
stockholder meeting on November 14, 2008 at 11:30 a.m., Mountain Time,
at the Marriott at McDowell Mountains, 16770 North Perimeter Drive,
Scottsdale, Arizona 85260. Stockholders of record as of the October 6,
2008 record date are eligible to vote on the proposed merger.
The Republic board of directors unanimously recommends that Republic
stockholders vote "FOR" the Republic share issuance in connection with
the merger. The Allied board of directors unanimously recommends that
Allied stockholders vote "FOR" the adoption of the merger agreement. The
merger is subject to the approvals of the respective stockholders of
both companies, as well as regulatory approval from the U.S. Department
of Justice which is expected in early December 2008.
About Republic Services, Inc.
Republic Services, Inc. is a leading provider of environmental services
including solid waste collection, transfer and disposal services in the
United States. The companys operating units
are focused on providing solid waste services for commercial,
industrial, municipal and residential customers.
About Allied Waste Industries, Inc.
Allied Waste is America's second largest non-hazardous solid waste
services company and an environmental leader. Headquartered in Phoenix,
AZ, Allied Waste provides waste collection, transfer, recycling and
disposal services to millions of residential, commercial and industrial
customers in over 100 major markets spanning 38 states and Puerto Rico.
Allied's team of more than 22,000 dedicated employees operates within a
highly efficient, integrated organization that generated 2007 revenue of
$6.1 billion.
Additional Information and Where to Find It
This communication is being made in respect of the proposed business
combination involving Republic and Allied. Republic and Allied have
filed with the Securities and Exchange Commission a definitive a Joint
Proxy Statement/Prospectus in connection with the proposed merger
transaction. The definitive Joint Proxy Statement/Prospectus was mailed
on or about October 14, 2008 to stockholders of Republic and Allied of
record as of the close of business on October 6, 2008. INVESTORS AND
SECURITY HOLDERS OF REPUBLIC AND ALLIED ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders are able
to obtain free copies of the definitive Joint Proxy Statement/Prospectus
and other documents filed with the SEC by Republic and Allied through
the website maintained by the SEC at www.sec.gov. Free copies of the
definitive Joint Proxy Statement/Prospectus and other documents filed
with the SEC can also be obtained by directing a request to Republic
Services, Inc., 110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida,
33301 Attention: Investor Relations or by directing a request to Allied
Waste Industries, Inc., 18500 North Allied Way, Phoenix, Arizona 85054,
Attention: Investor Relations.
Information Regarding Forward-Looking Statements
Certain statements and information included herein constitute forward-looking
statements within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by words such as will,
expects, intends,
and similar words. Any such forward-looking statements contained herein
are based on current expectations, but are subject to a number of risks,
uncertainties, and other factors that may cause actual results to differ
materially from expectations expressed in such forward-looking
statements, many of which are beyond the control of Republic and Allied.
Such risks, uncertainties and other factors include: the effect of
changes in general economic conditions, the risk that a condition to
funding under Republic's the new credit facility may not be satisfied,
the risk that a regulatory approval that may be required for the merger
is not obtained or is obtained subject to conditions that are not
anticipated and other risks to consummation of the merger, and the risk
that the merger, if completed, may not generate synergies or be
accretive to earnings or create long-term value for stockholders as
expected. Stockholders, potential investors and other readers are urged
to consider these factors carefully in evaluating our forward-looking
statements and are cautioned not to place undue reliance on
forward-looking statements. Risk factors are discussed in the definitive
Joint Proxy Statement/Prospectus filed with the SEC. The forward-looking
statements made herein are only made as of the date of this press
release and the parties hereto undertake no obligation to publicly
update these forward-looking statements to reflect subsequent events or
circumstances.