WCA Waste Corporation's Stockholders Adopt Merger Agreement With Macquarie Infrastructure Partners II
09 March 2012 - 8:05AM
WCA Waste Corporation (Nasdaq:WCAA) ("WCA") today announced that at
a special meeting of WCA's stockholders held on March 8, 2012, its
stockholders approved the adoption of the Agreement and Plan of
Merger dated as of December 21, 2011 (as amended from time to time,
the "Merger Agreement"), by and among WCA, Cod Intermediate, LLC, a
Delaware limited liability company, indirectly owned by Macquarie
Infrastructure Partners II U.S., L.P., a Delaware limited
partnership ("MIP II US") and Macquarie Infrastructure Partners II
International, L.P., a Delaware limited partnership ("MIP II
International" and, together with MIP II US, the "Investor Group"),
and Cod Merger Company, Inc., a Delaware corporation and a
wholly-owned subsidiary of Cod Intermediate, LLC, pursuant to which
Cod Merger Company, Inc. will be merged with and into WCA, with the
result that WCA will become an affiliate of the Investor Group.
Pursuant to the Merger Agreement, WCA's common stockholders will
receive $6.50 per share in cash, all Series A preferred stock will
be redeemed and WCA's existing credit facilities will either be
partially or completely refinanced.
Of the 23,996,404 outstanding shares of WCA common stock and the
750,000 shares of Series A preferred stock that were convertible
into 10,256,309 shares of common stock as of the record date for
the special meeting, 29,902,607 shares of common stock and
preferred stock (on an as-converted basis), or approximately 87.3%
of WCA's outstanding common stock and preferred stock (on an
as-converted basis), were represented at the special meeting in
person or by proxy. An aggregate of 29,831,944 shares, or
approximately 87.1% of WCA's common stock and preferred stock (on
an as-converted basis) outstanding as of the record date for the
special meeting, voting together as a single class, were voted in
favor of the adoption of the Merger Agreement. Additionally, all of
the outstanding shares of preferred stock, voting as a separate
class, voted in favor of the adoption of the Merger Agreement. All
other matters voted upon at the special meeting were approved.
The merger is expected to be completed by the end of the first
fiscal quarter of 2012.
About WCA
WCA Waste Corporation is an integrated company engaged
in the collection, transportation, processing and disposal of
non-hazardous solid waste. WCA's operations currently consist of 25
landfills, 29 transfer stations/material recovery facilities and 29
collection operations located throughout Alabama, Arkansas,
Colorado, Florida, Kansas, Massachusetts, Missouri, New Mexico,
North Carolina, Ohio, Oklahoma, South Carolina, Tennessee and
Texas. WCA's common stock is traded on the NASDAQ Stock Market
under the symbol "WCAA."
The WCA Waste Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1736
This press release and other communications, such as conference
calls, presentations, statements in public filings, other press
releases, include forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities and Exchange Act of 1934. Forward-looking statements
generally include discussions and descriptions other than
historical information. These forward-looking statements can
generally be identified as such because the context of the
statement will include words such as "trend," "may," "annualized,"
"should," "outlook," "project," "intend," "seek," "plan,"
"believe," "anticipate," "expect," "estimate," "potential,"
"continue," "goal," or "opportunity," the negatives of these words,
or similar words or expressions. The forward-looking statements
made herein are only made as of the date of this press release and
we undertake no obligation to publicly update such forward looking
statements to reflect subsequent events or circumstances. These
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, such as the
possibility that the proposed transaction does not close,
including, but not limited to, due to a failure to satisfy the
closing conditions, the failure of the stockholders of WCA to
approve the proposed transaction, the possibility that WCA will not
obtain necessary regulatory approvals to consummate the proposed
transaction and other risk factors detailed in the reports filed
with the Securities and Exchange Commission (the "SEC") by WCA.
CONTACT: Media and Investor Relations Contact:
Tom J. Fatjo, III
Senior Vice President - Finance
Phone: (713) 292-2400
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