23.06.2008 10:00:00
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Republic Services and Allied Waste to Merge to Form Leading Environmental Services Company with Enterprise Value of over $20 Billion
Republic Services, Inc. (NYSE: RSG) and Allied Waste Industries, Inc.
(NYSE: AW) today announced that their boards of directors have
unanimously approved a definitive merger agreement that firmly
establishes one of the nation’s leading waste
and environmental services providers, with expected pro forma annual
revenues of approximately $9 billion and an expected total market
capitalization of approximately $12 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 and to be accretive to Republic’s
earnings per share in the first year following completion of the merger.
The merger will strengthen the national service platform of the
companies and integrate the collection, transfer, recycling and disposal
(landfill) operations from Republic and Allied under a proven management
team, led by Republic’s Chairman and Chief
Executive Officer, James E. O’Connor. The
transaction will also assemble a growing landfill gas-to-energy
portfolio and significant untapped renewable energy resources. The
combined company will be diversified across geographic markets, customer
segments and service offerings, and will be committed to providing
superior customer service. The company expects to generate strong and
predictable cash flows from operations in excess of $1.7 billion
annually that will be used to invest in the business, fund the dividend
program and reduce debt to maintain and improve the company’s
investment grade credit rating.
"By combining the strengths of two great
companies and integrating executives from both teams, Republic will
enhance its leadership position in the U.S. environmental services
industry, building on both companies’
foundations of profitable growth,” said James
E. O’Connor, Chairman and Chief Executive
Officer of Republic. "As each company has
done individually, the combined company will remain fully committed to
serving the needs of our customers, shareholders and employees. The
vertically integrated model of the combined company –
linking collection, transfer, recycling and disposal services –
enhances cash flow, earnings and return on capital for our shareholders,
while reducing our risk. Our strategic focus remains on improving return
on invested capital, reducing debt and generating higher levels of free
cash flow. At the same time, our business model will blend the best
practices and complementary assets of the two companies to provide
unmatched customer service and operating efficiency. Our employees will
benefit from the enhanced career opportunities that result from a larger
company better positioned for future success.”
John Zillmer, Chairman and Chief Executive Officer of Allied, said, "Our
two companies have known and respected each other for many years, and
the time is right for us to take the next logical step in the
development of both companies, thus accelerating our ability to achieve
our strategic objectives and enhancing our plan for profitable growth.
Republic has an extensive presence in the high-growth Sunbelt markets,
an established franchise business and a strong capital structure. Allied
has a broad national footprint, an innovative procurement platform and
significant internalization opportunities. Together, we are positioned
for greater success than either company could achieve on its own.” Transaction Terms
Under the terms of the agreement, Allied shareholders will receive 0.45
shares of Republic common stock for each share of Allied common stock
held. Based on the unaffected closing stock prices of both companies on
Thursday, June 12, 2008, this represents a premium of approximately 17%
over the average closing price of Allied’s
stock for the previous 30 trading days. In completing the transaction,
Republic will issue approximately 198 million shares of common stock to
Allied shareholders, representing approximately 52% ownership of the
combined company.
In connection with the transaction, Republic expects to put in place a
new unsecured senior credit facility and issue new senior notes. The
existing senior notes of both Republic and Allied will remain
outstanding.
Following completion of the transaction, James E. O’Connor
will become Chairman and Chief Executive Officer of the combined
company, while Don Slager will become President and Chief Operating
Officer. Tod Holmes will become Chief Financial Officer.
The Board of Directors of the combined company will consist of 11
members, including Mr. O’Connor, five
independent directors from the current Republic board of directors and
five independent directors from the current Allied board of directors.
The company, which will be based in Phoenix, will be named Republic
Services, Inc. and traded under the ticker symbol RSG on The New York
Stock Exchange.
Integrated and Diversified National
Competitor
The combination of Republic and Allied creates an integrated operations
platform that provides significant advantages for serving customers
throughout the country. The company will centralize core corporate
functions and standardize business practices, creating operating
efficiencies and improving productivity, while customer decisions will
remain at the local level to ensure the new company remains responsive.
Don Slager, President and Chief Operating Officer of Allied, said "By
building on the best practices of both companies, we can further improve
productivity and operating margins, while advancing our strategic
priorities and investing in the ongoing development of our business and
critical people resources. This merger allows us to capitalize on the
attractive business opportunities in our industry and enhance our
ability to provide comprehensive solutions to the waste-stream
management needs of our customers.” Strong Financial Foundation
The merger is expected to create significant benefits for shareholders
of both companies, and the combined company will have a strong
foundation for future financial performance.
Operating Synergies: The companies expect to achieve
approximately $150 million in net pretax annual synergies by the third
year following the completion of the transaction, primarily from
achieving greater operating efficiencies, capturing inherent economies
of scale and leveraging corporate and overhead resources.
Attractive Dividend: Republic is expected to continue its
current annual dividend of $0.68 per share. This transaction will
introduce a dividend benefit to Allied shareholders.
Strong Capital Structure: The companies expect the significant
free cash flow and conservative balance sheet resulting from this
merger to enable the company to receive an investment-grade rating by
the major credit rating agencies. The company intends to use free cash
flow to fund its dividend, reduce debt and invest in internal growth.
Republic remains committed to maintaining and improving its investment
grade credit rating.
The merger is subject to standard closing conditions, including
approvals of review process by antitrust and other regulatory
authorities, and to the receipt of investment grade ratings as defined
in the merger agreement. The companies anticipate that regulatory
reviews and approvals can be completed in four to six months.
Merrill Lynch & Co. acted as financial advisor and provided a fairness
opinion to Republic. Akerman Senterfitt and DLA Piper US LLP served as
legal advisors to Republic. UBS Investment Bank acted as lead financial
advisor and provided a fairness opinion to Allied. Mayer Brown LLP
served as legal advisor to Allied.
Investor Conference Call and Webcast,
Merger Website and Press Conference Call
Republic and Allied will hold an investor call and webcast today at 8:30
a.m. Eastern Time / 5:30 a.m. Pacific Time to discuss this morning’s
announcement. Presentation materials can be accessed through the
investor relations section of the Republic Web site at www.RepublicServices.com,
Allied’s Web site at www.AlliedWaste.com
and through a special merger Web site at www.RepublicAllied.com.
To participate in the call, dial (800) 254-5933, conference ID 52518309.
International callers should dial (973) 409- 9255. The call will also be
simultaneously webcast on both companies’ Web
sites and the merger Web site.
A replay of the conference call will be available later today, and
through July 14, 2008, and can be accessed by dialing (800) 642-1687,
conference code 52518309. International callers can access the replay by
dialing (706) 645-9291. The replay will also be available at www.RepublicServices.com,
www.AlliedWaste.com and www.RepublicAllied.com.
Following the investor conference call, Republic and Allied will hold a
press conference call at 10:00 a.m. Eastern Time / 7:00 a.m Pacific
Time. To participate in the call, dial (800) 254-5933, conference ID
52518326. International callers should dial (973) 409-9255.
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. In connection with the
proposed transaction, Republic plans to file with the SEC a Registration
Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and
each of Republic and Allied plan to file with the SEC other documents
regarding the proposed transaction. The definitive Joint Proxy
Statement/Prospectus will be mailed to stockholders of Republic and
Allied. 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 WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL 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 (when available) 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 (when available) 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.
Participants in Solicitation
Republic, Allied and their respective directors and executive officers
and other persons may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding
Republic’s directors and executive officers
is available in its Annual Report on Form 10-K for the year ended
December 31, 2007, which was filed with the SEC on February 21, 2008,
and its proxy statement for its 2008 annual meeting of stockholders,
which was filed with the SEC on April 2, 2008, and information regarding
Allied’s directors and executive officers is
available in Allied’s Annual Report on Form
10-K, for the year ended December 31, 2007, which was filed with the SEC
on February 21, 2008 and its proxy statement for its 2008 annual meeting
of stockholders, which was filed with the SEC on April 10, 2008. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the definitive Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the
SEC when they become available.
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 or 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 closing of the transaction may not be
satisfied, the risk that a regulatory approval that may be required for
the transaction is not obtained or is obtained subject to conditions
that are not anticipated and other risks to consummation of the
transaction, risks that the combined company may not achieve anticipated
synergies, risks that the acquisition may not be accretive to earnings
in the anticipated time frame, or at all, risks that the combined
company may not generate expected cash flows, risks that the anticipated
financing may not be secured, as well as risks relating to the business
and operations of both Republic and Allied included in their respective
filings with the Securities and Exchange Commission. Shareholders,
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. 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.
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Republic Services Inc. | 200,10 | 0,78% |
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S&P 400 MidCap | 1 854,40 | -0,45% |