Allied Waste (NYSE:AW)
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Republic Services, Inc. (NYSE: RSG) and Allied Waste Industries, Inc.
(NYSE: AW) today announced that their joint integration planning team
has substantially completed extensive integration planning related to
their merger to ensure a seamless combination for employees,
shareholders and customers. The companies are poised to implement their
plans to complete the merger in the fourth quarter of 2008. The
companies are highly confident that they will meet the projected $150
million of merger synergies in the third year following completion of
the transaction.
“As we move through the planning process and
get closer to the completion of this merger, we are very confident that
we will be able to achieve value for our shareholders by building on
both companies’ foundations of profitable
growth,” said Jim O’Connor,
Chairman and Chief Executive Officer of Republic Services. “Our
strategic focus remains on realizing merger savings, improving return on
invested capital, reducing debt and generating higher levels of free
cash flow as we work towards positioning the new Republic to provide
better opportunities for employees, significant operating efficiencies,
unmatched customer service and long-term shareholder value.”
Republic Services and Allied Waste began the integration planning
process immediately after the announcement of their definitive merger
agreement by forming 17 functional and cross-functional teams of
corporate, regional and local representatives from both companies. Over
the past three months, these teams have invested more than 12,000
man-hours in planning for the smooth and successful merger of Republic
and Allied. A large part of the planning process included the review and
selection of the operating systems that will be used by the combined
company. Additionally, the companies have named the top 70 executives
and managers of the combined company.
“Our integration teams have worked hard to
complete the integration planning process to prepare our joint
leadership team to enhance Republic’s position
in the U.S. environmental services industry,”
said Don Slager, President and Chief Operating Officer of Allied. “The
bottom line is that we are certain that we have the right people and the
right plan to execute a smooth transition that creates value for our
shareholders and enhanced career opportunities for our employees. With
the ‘day-one’
merger plans in place, our integration teams are now focusing on
developing the plans for the first few months of the merger to ensure a
smooth transition and integration.”
The companies also announced that the U.S. Securities and Exchange
Commission has declared effective the Registration Statement on Form S-4
relating to the proposed merger of Republic Services and Allied Waste.
Both companies have established November 14 as the date of their special
stockholder meetings, and they have begun to mail a definitive joint
proxy statement to stockholders of record as of the October 6, 2008
record date for the meetings.
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.
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. The boards
of directors of Republic and Allied believe that the combination of the
two companies will create substantially more long-term stockholder value
than either company could individually achieve. Following the completion
of the merger, Allied will be a wholly owned subsidiary of Republic with
Allied stockholders receiving approximately 51.7% of the outstanding
common stock of the combined company in respect of their Allied shares
and Republic stockholders retaining approximately 48.3% of the
outstanding common stock of the combined company, in each case, on a
diluted basis.
As previously announced, Republic successfully completed its $1.75
billion senior unsecured revolving credit facility arranged by Bank of
America Securities LLC and J.P. Morgan Securities Inc. In addition, it
entered into an amendment to its existing $1.0 billion senior unsecured
revolving credit facility to conform certain terms of its existing
credit facility with those of the new credit facility as of the closing
of Republic's proposed merger with Allied. After merger closing, the
combined bank facility capacity of the company will be $2.75 billion.
The new credit facility, together with Republic’s
existing credit facility, will provide Republic with all of the
financing expected to be needed to consummate its proposed merger with
Allied, as well as with additional working capital. The initial funding
under the new credit facility is expected to occur upon closing of the
proposed merger. Standard & Poor’s
Ratings Services and Moody’s Investors
Services have both indicated that they expect the pro forma rating of
the combined company to be investment grade.
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 company’s 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 has filed with the
Securities and Exchange Commission a Registration Statement on Form S-4
(Reg. No. 333-152693) containing a Joint Preliminary Proxy
Statement/Prospectus in connection with the proposed transaction with
Allied. The definitive Joint Proxy Statement/Prospectus will be 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 will be
able to obtain free copies of the Registration Statement and 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 Registration Statement and 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: regulatory and
litigation matters and risks, legislative developments, changes in tax
and other laws, 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 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.