- Filing of certain prospectuses and communications in connection with business combination transactions (425)
08 June 2010 - 8:08PM
Edgar (US Regulatory)
Filed by: IESI-BFC Ltd.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company:
Waste Services, Inc.
Exchange Act File Number of Subject Company: 000-25955
Forward-Looking Statements
This communication includes forward-looking
statements within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities legislation. Words such as expect,
estimate, project, budget, forecast, anticipate, intend, plan, may,
will, could, should, believes, predicts, potential, continue, and
similar expressions are intended to identify such forward-looking
statements. These forward-looking
statements may include, without limitation, IESI-BFC Ltd.s expectations with
respect to: the synergies, efficiencies, capitalization and anticipated
financial impacts of the transaction; approval of the transaction by Waste
Services, Inc. stockholders; the satisfaction or waiver of the closing conditions
to the transaction; and the timing of the completion of the transaction.
These forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ materially
from the expected results. Most of these
factors are outside our control and difficult to predict. The following factors, among others, could
cause or contribute to such material differences: the ability to obtain the
approval of the transaction by Waste Services, Inc. stockholders; the
ability to realize the expected synergies resulting from the transaction in the
amounts or in the timeframe anticipated; the ability to integrate Waste
Services, Inc.s businesses into those of IESI-BFC Ltd. in a timely and
cost-efficient manner; and the ability to obtain governmental approvals of the
transaction or to satisfy or waive the other conditions to the transaction on
the proposed terms and timeframe.
Additional factors that could cause IESI-BFC Ltd.s results to differ
materially from those described in the forward-looking statements can be found
in IESI-BFC Ltd.s 2009 Annual Report on Form 40-F, Registration Statement
on Form F-10, as amended, and Registration Statement on Form F-4,
each of which are filed with the SEC and available at the SECs Internet web
site (www.sec.gov), and its 2009 Annual Information Form filed with the
Ontario Securities Commission which is available at the SEDAR web site
(www.sedar.com). IESI-BFC Ltd. cautions
that the foregoing list of factors is not exclusive. All subsequent written and oral
forward-looking statements concerning IESI-BFC Ltd., the transaction or other
matters and attributable to IESI-BFC Ltd. or any person acting on its behalf
are expressly qualified in their entirety by the cautionary statements above. IESI-BFC Ltd. does not undertake any
obligation to update any forward-looking statement, whether written or oral,
relating to the matters discussed in this communication, except as required by
law.
Additional Information
IESI-BFC Ltd. has filed with the SEC a Registration
Statement on Form F-4 containing a proxy statement/prospectus. Stockholders are encouraged to read the proxy
statement/prospectus regarding the proposed transaction as well as other
documents filed with the SEC because they contain important information.
Stockholders may obtain a free copy of the definitive proxy
statement/prospectus, as well as other filings containing information about
IESI-BFC Ltd. and Waste Services, Inc., without charge, at the SECs
Internet site (www.sec.gov).
You may also obtain copies of all documents filed with
the SEC regarding this transaction, without charge, from IESI-BFCs website
(www.iesi-bfc.com) or from Waste Services website (www.wasteservicesinc.com)
or by directing a request to IESI-BFC Ltd., 135 Queens Plate Drive, Suite 300,
Toronto, Ontario, Canada M9W 6V1, Attention:
Investor Relations, (416) 401-7729, or to Waste Services, Inc.,
1122 International Blvd., Suite 601, Burlington, Ontario, Canada L7L 6Z8,
Attention: Shareholder Relations, (905)
319-1237.
Proxy Solicitation
IESI-BFC, Ltd., Waste Services, Inc., 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 IESI-BFC Ltd.s and Waste Services Inc.s directors and
executive officers is available in the Registration Statement on Form F-4,
which was filed with the SEC on January 19, 2010. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is also
contained in the above-referenced Registration Statement on Form F-4, and
in other relevant materials to be filed with the SEC when they become available.
IESI-BFC
LTD. AND WASTE SERVICES, INC.
ANNOUNCE COMPLETION OF SEC REVIEW OF PROXY STATEMENT
AND SPECIAL MEETING OF SHAREHOLDERS TO APPROVE MERGER
Toronto, Ontario
June 7,
2010 IESI-BFC Ltd. (IESI-BFC) (NYSE, TSX: BIN) and Waste Services, Inc.
(WSI) (NASDAQ: WSII) today announced that the United States Securities and
Exchange Commission (SEC) has completed its review of the Proxy
Statement/Prospectus for the Special Meeting of WSIs shareholders for the
purpose of approving the proposed merger with IESI-BFC.
The Special Meeting of WSIs shareholders will be
held on Wednesday, June 30, 2010 at 9:00 a.m. (ET) at the Hilton
Garden Inn, 985 Syscon Road, Burlington, Ontario, Canada in the Labatt Hall C.
Completion of the transaction remains subject to the
satisfaction or waiver of certain other closing conditions, including approval
from WSI shareholders and the Canadian Competition Bureau.
Forward-Looking
Statements
This communication includes forward-looking
statements within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995 and applicable Canadian
securities legislation. Words such as expect,
estimate, project, budget, forecast, anticipate, intend, plan, may,
will, could, should, believes, predicts, potential, continue, and
similar expressions are intended to identify such forward-looking
statements. These forward-looking
statements may include, without limitation, IESI-BFC Ltd.s expectations with
respect to: the synergies, efficiencies, capitalization and anticipated
financial impacts of the transaction; approval of the transaction by Waste
Services, Inc. stockholders; the satisfaction or waiver of the closing
conditions to the transaction; and the timing of the completion of the
transaction.
These forward-looking statements involve
significant risks and uncertainties that could cause actual results to differ
materially from the expected results.
Most of these factors are outside our control and difficult to
predict. The following factors, among
others, could cause or contribute to such material differences: the ability to
obtain the approval of the transaction by Waste Services, Inc. stockholders;
the ability to realize the expected synergies resulting from the transaction in
the amounts or in the timeframe anticipated; the ability to integrate Waste
Services, Inc.s businesses into those of IESI-BFC Ltd. in a timely and
cost-efficient manner; and the ability to obtain governmental approvals of the
transaction or to satisfy or waive the other conditions to the transaction on
the proposed terms and timeframe.
Additional factors that could cause IESI-BFC Ltd.s results to differ
materially from those described in the forward-looking statements can be found
in IESI-BFC Ltd.s 2009 Annual Report on Form 40-F, Registration Statement
on Form F-10, as amended, and Registration Statement on Form F-4,
each of which are filed with the SEC and available at the SECs Internet web
site (www.sec.gov), and its 2009 Annual Information Form filed with the
Ontario Securities Commission which is available at the SEDAR web site
(www.sedar.com). IESI-BFC Ltd. cautions
that the foregoing list of factors is not exclusive. All
1
subsequent written and oral forward-looking
statements concerning IESI-BFC Ltd., the transaction or other matters and
attributable to IESI-BFC Ltd. or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements above. IESI-BFC Ltd. does not undertake any
obligation to update any forward-looking statement, whether written or oral,
relating to the matters discussed in this communication, except as required by
law.
Additional Information
IESI-BFC Ltd. has filed with the SEC a
Registration Statement on Form F-4 containing a proxy
statement/prospectus. Stockholders are
encouraged to read the proxy statement/prospectus regarding the proposed
transaction as well as other documents filed with the SEC because they contain
important information. Stockholders may obtain a free copy of the definitive proxy
statement/prospectus, as well as other filings containing information about
IESI-BFC Ltd. and Waste Services, Inc., without charge, at the SECs Internet
site (www.sec.gov).
You may also obtain copies of all documents
filed with the SEC regarding this transaction, without charge, from IESI-BFCs
website (www.iesi-bfc.com) or from Waste Services website
(www.wasteservicesinc.com) or by directing a request to IESI-BFC Ltd., 135
Queens Plate Drive, Suite 300, Toronto, Ontario, Canada M9W 6V1,
Attention: Investor Relations, (416)
401-7729, or to Waste Services, Inc., 1122 International Blvd., Suite 601,
Burlington, Ontario, Canada L7L 6Z8, Attention:
Shareholder Relations, (905) 319-1237.
About IESI-BFC Ltd.
IESI-BFC Ltd., through its subsidiaries, is one
of North Americas largest full-service waste management companies, providing
non-hazardous solid waste collection and landfill disposal services to commercial,
industrial, municipal and residential customers in ten states and the District
of the Columbia in the U.S., and five Canadian provinces. Its two brands, IESI and BFI Canada, are
leaders in their markets and serve over 1.8 million customers with vertically
integrated collection and disposal assets. IESI-BFCs shares are listed on the New York
and Toronto Stock Exchanges under the symbol BIN.
To find out more about IESI-BFC, visit its
website at www.iesi-bfc.com.
Further Information
Contacts for IESI-BFC Ltd.
|
Contact for Waste Services, Inc.
|
|
|
Andrea Rudnick
|
Ed Johnson
|
Vice President, Corporate Development and Communications
|
Executive Vice President and Chief Financial Officer
|
Tel: (416) 401-7750
|
Tel: (905) 319-1237
|
|
ejohnson@wsii.us
|
Chaya Cooperberg
|
|
Director, Investor Relations and Corporate Communications
|
|
Tel: (416) 401-7729
|
|
chaya.cooperberg@bficanada.com
|
|
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