Casella Waste Systems Issues Additional Letter
to Stockholders in Connection With 2015 Annual Meeting of
Stockholders
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 full text of the letter is as follows:
Dear Fellow Casella Stockholder:
We are extremely pleased to inform you that two more independent
and very reputable proxy advisory firms, Egan-Jones and Proxy
Mosaic, joined Institutional Shareholder Services Inc. (“ISS”) in
recommending 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.
For months, we have been communicating with you and sharing with
you, in our own words, the substantial progress we have made over
the past two and a half years in improving our financial and
operating performance, refreshing our board of directors, enhancing
our corporate governance practices and pursuing strategic
initiatives to drive increased stockholder value. Now, three
leading independent proxy advisory firms - ISS, Egan-Jones and
Proxy Mosaic - have issued reports indicating that they have
carefully considered Casella’s substantial progress over the past
two and half years and, after carefully comparing the voting
alternatives, all came to the same conclusion - that Casella
stockholders should vote the WHITE proxy card FOR ALL three of Casella’s highly qualified
and very experienced director nominees. Here, in their own words,
is what three leading independent proxy advisory firms - ISS,
Egan-Jones and Proxy Mosaic - are saying about Casella in support
of their recommendation that Casella stockholders should vote the
WHITE proxy card FOR ALL three of Casella’s highly qualified
and very experienced director nominees
Proxy Mosaic noted the following in its October 28, 2015
report:
Questioning the ultimate goals of JCP, Proxy Mosaic noted:
- “Perhaps the most
remarkable aspect of JCP’s plan for Casella is precisely how
unremarkable it is. Its ‘100-day plan’ reads like a laundry
list of steps that the Company has taken or will take as part of
its 2012 transformation. JCP proposes that the Company ‘review
underperforming landfills and collections operations’; the Company
has already begun ‘reposition[ing] assets and improve[ing]
operations,’ while ‘focus[ing] on operational efficiency programs.’
JCP’s suggestion that the Company ‘seek ways to de-lever the
business immediately’ is not dissimilar to the Company’s own
efforts to reduce risk, improve the balance sheet, and increase
cash flows. JCP maintains that a vote for its nominees is ‘not a
vote against the current business plan.’ That much is obvious, but
it raises an important question: what exactly is a vote for JCP’s
nominees for?” [Emphasis Added]
- “With recent shareholder returns
indicating that Management’s strategic transformation has been
largely successful, we are left wondering: What exactly is JCP’s
end-game here? If its goal is to instill corporate governance
changes, the Company has responded by reconstituting its board and
implementing many corporate governance ‘best practices’; if its
goal is to drive operational change, we would point out that the
Company’s new pricing strategy has already begun to expand margins,
and macroeconomic conditions may create additional opportunities to
enhance profitability in the future. There is still a long way to
go before the transformation can be said to have been fully
effectuated, but evolution, not revolution, should be the goal
here.”
Additionally, Proxy Mosaic recognized Casella’s recent financial
and operating achievements. Proxy Mosaic noted:
- “The Company, on the other hand, boasts
strong progress that has been made since it redirected its strategy
and reshuffled its management team in December 2012. The Company
made a number of changes – some of which have been very recent –
that have begun to deliver value. Though the changes initially took
some time to bear fruit, the Company’s share price has been on a
tear recently, handily beating its peers and the market as a
whole.”
Proxy Mosaic also took note of Casella’s belief that JCP’s
nominees would not add any value to the Board. Proxy Mosaic
indicated:
- “Frankly, we see little value in adding
yet another director with waste management to the Board in Brett
Frazier. While Mr. Frazier is certainly well-qualified, the Board
is already well-stocked with industry expertise.”
Commenting on why it believed that Mr. Pappas’ election to the
Board could be potentially harmful to Casella, Proxy Mosaic
noted:
- “[W]e believe that his election to the
Board could potentially disrupt the execution of Management's
strategic plan.”
- “Ultimately, we believe that Mr.
Pappas's election would present a substantial risk, and one that is
not outweighed by the quality of his credentials. The Board and
Management are beginning to demonstrate that they do in fact have
the capacity to deliver long-term value to shareholders, and we
believe that they should be given the opportunity to continue to
execute on the plan that has already yielded promising
results.”
- “The choice, in our view, is a fairly
clear one; the election of the Dissident simply presents an
unacceptable risk of disrupting the current plan, which is
thoughtfully designed and has been efficiently executed in a way
that has been and should continue to be value-accretive for
shareholders.”
Egan-Jones noted the following in its October 27, 2015
report:
- “Voting FOR management’s nominees and
voting FOR management's proposals on the WHITE proxy card is in the best interest of
Casella and its stockholders”
- “JCP has made an insufficient case to
warrant the election of its nominees to Casella’s Board of
Directors;
- Casella has continued to execute well
against its key strategies and is driving improved financial
performance”
- “Casella’s 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”
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 all three independent and very reputable
proxy advisory firms 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 is continuing to make in charting a new course and
demonstrating improvements in its financial and operating
performance.
SUPPORT YOUR BOARD’S HIGHLY QUALIFIED
NOMINEES BY VOTING THE WHITE PROXY
CARD TODAY
The upcoming Annual Meeting, which is only 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 WHITE proxy card you recently received 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 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. CasellaChairman & CEO
James E. O'ConnorLead 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
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 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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151102005527/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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