Highlights Company’s Financial Performance
Improvements and Appointment of New Lead Independent Director
Urge for Stockholders to Vote the WHITE Proxy Card
Casella Waste Systems, Inc. (Nasdaq: CWST) (“Casella” or the “Company”), a regional solid waste, recycling, and
resource management services company, today announced that, in
connection with its 2015 Annual Meeting of Stockholders to be held
on November 6, 2015 (the “2015 Annual
Meeting”), its Board of Directors has issued an additional
letter to Casella’s stockholders.
The letter, which is being sent to stockholders together with a
WHITE proxy card, highlights
the improvements in Casella’s financial performance demonstrated by
its preliminary financial results for the third quarter and the
appointment of James E. O’Connor, the former Chairman of Republic
Services, Inc. who joined the Casella Board of Directors in July
2015, to serve as the Casella Board’s lead independent director.
The Casella Board recommends that stockholders vote on the
WHITE proxy card FOR the election of all three of its highly
qualified and very experienced nominees – John W. Casella,
William P. Hulligan and James E. O’Connor – standing for
election at the 2015 Annual Meeting. Stockholders are therefore
urged to promptly vote the WHITE proxy card via internet, telephone or
mail by following the instructions provided. The Board also urges
stockholders to discard any gold proxy card or voting instruction
form they may receive from JCP Investment Management, LLC and the
other participants in its solicitation (the “JCP Group”).
As previously disclosed, the JCP Group is conducting a proxy
contest and are seeking the election at the 2015 Annual Meeting of
two director candidates in opposition to the highly qualified and
very experienced nominees unanimously recommended by the Casella
Board. In order for stockholders to have access to all relevant
information concerning the 2015 Annual Meeting that Casella has
made available, Casella has developed a website focused on the 2015
Annual Meeting, which is accessible at
www.casellashareholders.com.
The full text of the letter is as follows:
October 21, 2015
Dear Fellow Casella Stockholder:
IMPORTANT BREAKING NEWS!
2015 has been an exciting year for Casella Waste Systems, Inc.
Over the past year, we have made a number of announcements related
to our improved financial and operating results and our efforts to
refresh the Board of Directors that is overseeing our efforts to
drive stockholder value. In this regard, we once again have some
very exciting news to share with you.
CASELLA ANNOUNCES PRELIMINARY FINANCIAL
RESULTSFOR THE THIRD QUARTER ENDED SEPTEMBER 30,
2015DEMONSTRATING IMPROVED FINANCIAL RESULTS DRIVEN BY
STRONG EXECUTION
On October 19, 2015, Casella reported preliminary results for
the three-month period ended September 30, 2015, and demonstrated
that it continues to execute well against key strategies driving
improved financial performance. Third quarter preliminary financial
highlights included the following:
- Revenues were $146.2 million, up $4.3
million, or 3.0%, from the same period in 2014.
- Operating Income was $12.7 million, up
$2.1 million, or 19.5%, from the same period in 2014.
- Net income attributable to common
stockholders was $2.3 million, up $1.2 million, or 112.6%, from the
same period in 2014.
During the third quarter, we continued to execute well against
our key strategies of increasing landfill returns, improving
collection route profitability, creating incremental value through
resource solutions, reducing financial and operational risks, and
improving our balance sheet. In addition, Casella has continued to
demonstrate its commitment to reducing leverage and increasing its
cash flow generation by retiring its highest cost debt. During the
third quarter, Casella permanently retired $9.7 million of it 7.75%
Senior Subordinated Notes due 2019 using positive cash flow
generated year-to-date.
IN THE LATEST SIGNIFICANT CHANGE TO THE
CASELLA BOARDTO BE IMPLEMENTED OVER THE PAST
YEAR,JAMES E. O'CONNOR HAS BEEN NAMED AS CASELLA’S LEAD
INDEPENDENT DIRECTOR
On the same date that we announced our improved financial
results, we also announced that James E. O'Connor, a waste
management industry veteran who joined the Casella Waste Systems,
Inc. Board of Directors in July 2015, has been appointed to serve
as the Casella Board’s lead independent director effective
immediately.
We believe Mr. O’Connor is extremely well suited to serve as the
Casella Board’s lead independent director. We also believe that his
past experience leading the Board of Directors of Republic
Services, Inc., the second largest waste management company in
North America, his 40 years of experience in the waste management
industry and his experience serving on the board of directors of
other publicly-traded companies provides him with the relevant
leadership, industry and governance experience needed for a strong
lead independent director. Mr. O’Connor’s appointment is the result
of constructive input from our stockholders and is further evidence
of our ongoing commitment to enhance the ability of our Board to
serve the long-term interests of stockholders.
The change in leadership of the Casella Board announced earlier
this week is the latest significant change in the Casella Board to
be implemented over the past year. Reflective of the Casella
Board’s continuing commitment to recruit new independent and
highly-qualified directors that have perspectives, insights,
experiences and competencies that expand the depth and breadth of
the Board, Mr. O’Connor and fellow waste management industry
veteran William P. Hulligan, both of whom are standing for
re-election to the Casella Board at the 2015 Annual Meeting, were
added to the Casella Board as independent directors within the past
four months after a year-long director search process. Messrs.
O’Connor and Hulligan are two of the most experienced, accomplished
and admired individuals in the waste management industry.
Messrs. Hulligan and O’Connor bring to the Casella Board
extensive senior management and governance experience at leading
waste management companies as well as a track record of driving
growth and stockholder value creation. As Casella continues to
execute on its ongoing strategic initiatives to drive revenues and
enhance profitability, the experience and expertise of Messrs.
Hulligan and O’Connor will be extremely valuable to Casella.
With the recent additions of Messrs. Hulligan and O’Connor to
the Casella Board, the Casella Board is composed of nine
highly-qualified and experienced directors, seven of whom are
independent, and boasts a broad and diverse set of skills and
experiences in the areas of solid waste collection, recycling,
disposal services, operations, accounting, finance, mergers and
acquisitions, capital markets, capital allocation, capital
structure, risk management, and strategic planning.
SUPPORT YOUR BOARD’S HIGHLY QUALIFIED
NOMINEESBY VOTING THE WHITE
PROXY CARD TODAY
The upcoming Annual Meeting is a significant event that could
determine the future of Casella. Your vote is important – no
matter how many shares you own – as no stockholder is too
small.
Whether or not you plan to attend the Annual Meeting, we urge
you to sign, date and return the enclosed WHITE proxy card in the postage-paid
envelope provided and vote FOR
ALL your Board’s highly qualified and very experienced
nominees – John W. Casella, William P.
Hulligan and James E. O’Connor. You may also vote by
telephone or Internet by following the instructions on the enclosed
WHITE proxy card.
We also urge you to discard any proxy card or voting instruction
form you may receive from JCP. Even a WITHHOLD vote with respect to
JCP’s nominees on its proxy card will cancel any proxy previously
given to Casella. If you previously signed a proxy card sent to you
by JCP, you can revoke that proxy card and vote for your Board’s
recommended nominees by voting a new WHITE proxy card. Only your latest-dated
proxy card will count. Your Board encourages you to vote each
WHITE proxy card you
receive.
On behalf of your Board of Directors, we thank you for your
continued support of Casella. We look forward to communicating
further with you in the coming weeks.
Sincerely,
John W. Casella
Chairman & CEO
James E. O'Connor
Lead Independent Director
If you have any questions, require
additional copies of Casella’s proxy materials or need assistance
in voting your WHITE proxy card,
please contact our proxy solicitor at the phone numbers or email
listed below:
Mackenzie Partners, Inc.
105 Madison AvenueNew York, New York 10016(212)
929-5500 (Call Collect) or Call Toll-Free (800) 322-2885Email:
proxy@mackenziepartners.com
Forward-Looking Statements
Certain matters discussed in this letter, including, but not
limited to, the statements regarding preliminary financial results,
are “forward-looking statements” intended to qualify for the safe
harbors from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such by the context of the statements,
including words such as “believe,” “expect,” “anticipate,” “plan,”
“may,” “would,” “intend,” “estimate,” “guidance” and other similar
expressions, whether in the negative or affirmative. Similarly,
statements that describe the objectives, plans or goals of Casella
are forward-looking. Such forward-looking statements include, but
are not limited to, statements regarding the anticipated proxy
contest by JCP Investment Management, LLC and the other
participants in its solicitation, Casella’s initiatives to improve
Casella’s performance and increase its growth and profitability,
Casella’s future operational and financial performance, Casella’s
actions taken or contemplated to enhance its long-term prospects
and enhance value for its stockholders, Casella’s efforts to
execute on and implement its strategic plan, Casella’s plans to
simplify its business structure, Casella’s actions taken or
contemplated with respect to corporate and board governance,
Casella’s plans to improve its cash flows and reduce its risk
exposure by divesting or closing operations that do not fit within
its core strategy, Casella’s plans to strengthen its balance sheet,
promote financial flexibility and position Casella to achieve its
target growth trajectory and Casella’s plans to achieve its three
(3) year financial objectives and to drive additional value
creation for the benefit of all its stockholders. These
forward-looking statements are based on current expectations,
estimates, forecasts and projections and management’s current
beliefs and assumptions and, accordingly, are not guarantees of
future performance. Such forward-looking statements, and all phases
of Casella’s operations, involve a number of risks and
uncertainties, any one or more of which could cause actual results
to differ materially from those described in Casella’s
forward-looking statements. There are a number of important risks
and uncertainties that could cause Casella’s actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and
uncertainties include, without limitation, risks related to the
actions of JCP and other activist stockholders, including the
amount of related costs incurred by Casella and the disruption
caused to Casella’s business activities by these actions and those
risks detailed in Item 1A, “Risk Factors” in Casella’s Form 10-KT
for the transition period ended December 31, 2014, in its Form 10-Q
for the quarterly period ended June 30, 2015 and in its subsequent
filings with the Securities and Exchange Commission (“SEC”). Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results.
Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Information And Where To Find It
Casella, its directors and certain of its executive officers are
deemed to be participants in the solicitation of proxies from
Casella’s stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders. On
September 22, 2015, Casella filed a definitive proxy statement and
accompanying definitive WHITE proxy card with the SEC in connection with the solicitation of proxies
from Casella stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders.
Information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, is
set forth in such definitive proxy statement, including the
schedules and appendices thereto. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT,
THE ACCOMPANYING WHITE PROXY CARD AND
OTHER DOCUMENTS FILED BY CASELLA WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain the
definitive proxy statement, any amendments or supplements to the
definitive proxy statement, the accompanying definitive
WHITE proxy card, and any
other documents filed by Casella with the SEC for no charge at the
SEC’s website at www.sec.gov. Copies are also available at no
charge at the Investor Relations section of Casella’s corporate
website at www.casella.com, by writing to Casella’s Corporate
Secretary at Casella Waste Systems, Inc., 25 Greens Hill Lane,
Rutland, VT 05701, or by calling Casella’s Corporate Secretary at
(802) 772-2257.
Casella is being advised in connection with the proxy contest by
Wilmer Cutler Pickering Hale and Dorr LLP and Morgan, Lewis &
Bockius LLP. Mackenzie Partners, Inc. is serving as Casella’s proxy
solicitor.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont,
provides solid waste management services consisting of collection,
transfer, disposal, and recycling services in the northeastern
United States. For further information, investors may contact Ned
Coletta, Chief Financial Officer at (802) 772-2239; media may
contact Joseph Fusco, Vice President at (802) 772-2247; and anyone
may visit Casella's website at http://www.casella.com.
Forward-Looking Statements
Certain matters discussed in this press release, including, but
not limited to, the statements regarding preliminary financial
results, are “forward-looking statements” intended to qualify for
the safe harbors from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such by the context of
the statements, including words such as “believe,” “expect,”
“anticipate,” “plan,” “may,” “would,” “intend,” “estimate,”
“guidance” and other similar expressions, whether in the negative
or affirmative. Similarly, statements that describe the objectives,
plans or goals of Casella are forward-looking. Such forward-looking
statements include, but are not limited to, statements regarding
the anticipated proxy contest by JCP Investment Management, LLC and
the other participants in its solicitation, Casella’s initiatives
to improve Casella’s performance and increase its growth and
profitability, Casella’s future operational and financial
performance, Casella’s actions taken or contemplated to enhance its
long-term prospects and enhance value for its stockholders,
Casella’s efforts to execute on and implement its strategic plan,
Casella’s plans to simplify its business structure, Casella’s
actions taken or contemplated with respect to corporate and board
governance, Casella’s plans to improve its cash flows and reduce
its risk exposure by divesting or closing operations that do not
fit within its core strategy, Casella’s plans to strengthen its
balance sheet, promote financial flexibility and position Casella
to achieve its target growth trajectory and Casella’s plans to
achieve its three (3) year financial objectives and to drive
additional value creation for the benefit of all its stockholders.
These forward-looking statements are based on current expectations,
estimates, forecasts and projections and management’s current
beliefs and assumptions and, accordingly, are not guarantees of
future performance. Such forward-looking statements, and all phases
of Casella’s operations, involve a number of risks and
uncertainties, any one or more of which could cause actual results
to differ materially from those described in Casella’s
forward-looking statements. There are a number of important risks
and uncertainties that could cause Casella’s actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and
uncertainties include, without limitation, risks related to the
actions of JCP and other activist stockholders, including the
amount of related costs incurred by Casella and the disruption
caused to Casella’s business activities by these actions and those
risks detailed in Item 1A, “Risk Factors” in Casella’s Form 10-KT
for the transition period ended December 31, 2014, in its Form 10-Q
for the quarterly period ended June 30, 2015 and in its subsequent
filings with the Securities and Exchange Commission (“SEC”). Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results.
Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Additional Information And Where To Find It
Casella, its directors and certain of its executive officers are
deemed to be participants in the solicitation of proxies from
Casella’s stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders. On
September 22, 2015, Casella filed a definitive proxy statement and
accompanying definitive WHITE proxy card with the Securities
and Exchange Commission (“SEC”) in
connection with the solicitation of proxies from Casella
stockholders in connection with the matters to be considered at
Casella’s 2015 Annual Meeting of Stockholders. Information
regarding the identity of participants, and their direct or
indirect interests, by security holdings or otherwise, is set forth
in such definitive proxy statement, including the schedules and
appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING
WHITE PROXY CARD AND OTHER DOCUMENTS
FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the definitive proxy
statement, any amendments or supplements to the definitive proxy
statement, the accompanying definitive WHITE proxy card, and any other
documents filed by Casella with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies are also available at no charge at
the Investor Relations section of Casella’s corporate website at
www.casella.com, by writing to Casella’s Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT
05701, or by calling Casella’s Corporate Secretary at
(802) 772-2257.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151021005164/en/
Casella Waste Systems, Inc.Investors:Ned Coletta,
802-772-2239Chief Financial OfficerorMedia:Joseph Fusco,
802-772-2247Vice PresidentorSard Verbinnen & Co.Mark
Harnett/Zachary Tramonti, 212-687-8080
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