Highlights ISS Recommendation that Stockholders
Vote the WHITE Proxy Card
FOR ALL Casella Director Nominees
Stockholders Are Urged to Vote the WHITE Proxy Card Today
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
that Institutional Shareholder Services Inc. (ISS), the leading
independent third-party proxy advisory firm, has issued a report
recommending that Casella stockholders vote the WHITE proxy card for all of Casella’s
director nominees at the 2015 Annual Meeting. Additionally, the
letter comments on Casella’s recent announcements relating to its
improved financial results for the period ended September 30, 2015
and the appointment of James E. O’Connor 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 is 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:
Dear Fellow Casella Stockholder:
YOUR VOTE ON THE WHITE PROXY CARD IS NEEDED TO KEEP US MOVING
FORWARD
This has been a very exciting year for Casella Waste Systems,
Inc. Over the past two and a half years, we have achieved
significant progress and momentum executing our strategy,
strengthening our management team, simplifying and streamlining our
business, reducing our exposure to risk, and positioning Casella
for long-term growth and profitability. Those efforts have resulted
in demonstrable improvements in our financial performance and
operating results. In recent months, we have been able to share a
number of very exciting developments with you, including our recent
third quarter results, the additions to your Board of Directors of
waste management industry veterans William P. Hulligan and James E.
O’Connor and the appointment of James E. O’Connor as your Board’s
Lead Independent Director. Each of these announcements are examples
of Casella both executing on its key initiatives and listening to,
valuing and acting upon input from our stockholders.
However, as many of you are likely aware, JCP Investment
Management, LLC (“JCP”), which is led by activist investor James C.
Pappas, is seeking to disrupt our strategic trajectory and momentum
by conducting a costly and distracting proxy contest. JCP is
seeking to elect two handpicked director candidates, including Mr.
Pappas, who has absolutely no experience in the waste management
industry, to your Board at our upcoming 2015 Annual Meeting in
opposition to the highly qualified and very experienced nominees
unanimously recommended by your Board.
IMPORTANT BREAKING NEWS!
LEADING INDEPENDENT THIRD-PARTY PROXY
ADVISORY FIRM ISS RECOMMENDS THAT STOCKHOLDERS VOTE THE
WHITE PROXY CARD FOR ALL OF CASELLA’S DIRECTOR NOMINEES
Despite this unnecessary distraction from JCP, which only began
accumulating its current holdings in Casella in May 2014, we are
extremely pleased to inform you that Institutional Shareholder
Services Inc. (“ISS”), the leading independent third-party proxy
advisory firm, has recommended that Casella stockholders vote the
WHITE proxy card FOR ALL three of Casella’s highly qualified
and very experienced director nominees – John W. Casella, William P. Hulligan and James E.
O’Connor – standing for election at the 2015 Annual
Meeting.
ISS is globally recognized as the premier independent proxy
advisory firm with a marquee list of clients, including very
prominent institutional investors, mutual funds, pension funds, and
other fiduciaries. ISS conducts its own research, speaks separately
with each party involved in a proxy contest, and ultimately comes
to a conclusion as to which director candidates and which proxy
card it believes its clients should vote. In our case, after
carefully reviewing the voting alternatives, ISS has recommended
that Casella stockholders vote the WHITE proxy card for all three of Casella’s
highly qualified and very experienced director nominees.
ISS’ report indicates that ISS carefully considered Casella’s
substantial progress over the past two and half years in improving
its financial and operating performance, refreshing its board of
directors, enhancing its corporate governance practices and
pursuing strategic initiatives to drive increased stockholder
value. Specifically, ISS noted the following in its October 24,
2015 report:
- “The dissident [JCP] has not made a
compelling case that further change to the board continues to be
warranted at this time.”
- “The two most recent additions [William
P. Hulligan and James E. O’Connor], both within the past year,
appear to reflect the board's commitment to chart a new course, in
part, by adding credible industry expertise to the independent
directors.”
- “The current board appears to have made
meaningful effort to put the company back onto a more promising
path, including through reshuffling management, reassessing pricing
structures, divesting underperforming assets, cost controls and
focus on operational efficiency. Casella's most recent financial
results also appear to support the board's assertions that its
strategy is yielding improvements.”
- “The risk of derailing the recent
improvements overseen by the current board appears to outweigh the
potential benefits of injecting additional, but potentially
duplicative new perspective to the board.”
The recommendation from ISS that our stockholders should vote
the WHITE proxy card for all
our highly qualified and very experienced director nominees is
another example of how third parties are taking notice of the
progress that Casella has made in charting a new course and
demonstrating improvements in its financial and operating
performance.
CASELLA ANNOUNCES FINANCIAL RESULTS FOR THE
THIRD QUARTER ENDED SEPTEMBER 30, 2015
DEMONSTRATING IMPROVED FINANCIAL RESULTS
DRIVEN BY STRONG EXECUTION
On October 23, 2015, Casella reported results for the
three-month period ended September 30, 2015, and demonstrated that
it continues to execute well against key strategies driving
improved financial and operating performance. Third quarter
financial achievements included the following:
- Revenues were $146.2 million for the
third quarter, up $4.3 million, or 3.0%, from the same period in
2014. Revenues year-to-date were $406.5 million, up $14.1 million,
or 3.6%, from the same period in 2014.
- Operating income for the third
quarter was $12.7 million, up $2.1 million, or 19.5%, from the same
period in 2014. Operating income year-to-date was $27.2 million, up
$20.7 million, or 319.5%, 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.
These results are a testament to the relentless hard work and
dedication from our employees as well as our entire Board and
senior management team. We are pleased that we have continued to
improve across our key operating and financial metrics and hope to
maintain this momentum as 2015 comes to a close.
SUPPORT YOUR BOARD’S HIGHLY QUALIFIED
NOMINEES BY VOTING THE WHITE PROXY
CARD TODAY
The upcoming Annual Meeting, which is only ten days away, is a
significant event that could determine the future of Casella.
Your vote is crucial – no matter how many shares you own –
please vote today.
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 and hope to see you at next week’s
Annual Meeting of Stockholders.
Sincerely,
John
W. Casella
James
E. O'Connor
Chairman
& CEO
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 Avenue
New York, New York 10016
(212) 929-5500 (Call Collect) or Call Toll-Free
(800) 322-2885
Email: 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 September 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 September 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/20151027005655/en/
Investors:Casella Waste Systems, Inc.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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