Republic Services and Allied Waste Stockholders Approve Merger
15 November 2008 - 6:56AM
Business Wire
Republic Services, Inc. (NYSE: RSG) and Allied Waste Industries,
Inc. (NYSE: AW) today announced that their respective stockholders
have approved the proposed merger of Republic and Allied at
separate special meetings held in Fort Lauderdale, Florida and
Scottsdale, Arizona. Preliminary results indicate that more than
95% of shares voted at each meeting � or more than 80% of total
shares outstanding at each company � were cast in favor of the
respective proposals related to the merger. The companies expect to
complete the merger by the end of the year, subject to the receipt
of antitrust regulatory approval from the U.S. Department of
Justice. �We are pleased by the overwhelming support of this
historic transaction from stockholders of both companies,� said Jim
O�Connor, Chairman and Chief Executive Officer of Republic
Services. �We are positioned for greater success together as a
strong leader in the U.S. environmental services industry. This
merger will bring together our complementary cultures and our
shared commitment for superior customer service, while creating
compelling strategic and financial benefits for our stockholders.�
�Our integration teams have spent the past two months analyzing the
critical functions and processes of both companies to identify the
actions needed for a seamless integration beginning Day One and for
capturing the synergies inherent in this combination,� said Don
Slager, President and Chief Operating Officer of Allied. �With
today�s stockholder approval, we are one step closer to realizing
the value of this transaction for employees, customers and
investors.� Upon completion of the merger, the combined company,
which will be called Republic Services, will be a leading national
environmental services provider, with expected pro forma revenues
of $9 billion. Following the completion of the merger, Allied will
be a wholly owned subsidiary of Republic with Allied stockholders
receiving approximately 51.7% of the outstanding common stock of
the combined company in respect of their Allied shares and Republic
stockholders retaining approximately 48.3% of the outstanding
common stock of the combined company, in each case, on a diluted
basis. The companies are highly confident that they will meet the
projected $150 million of annual pre-tax merger synergies by the
third year following completion of the transaction. About Republic
Services, Inc. Republic Services, Inc. is a leading provider of
environmental services including solid waste collection, transfer
and disposal services in the United States. The company�s operating
units are focused on providing solid waste services for commercial,
industrial, municipal and residential customers. About Allied Waste
Industries, Inc. Allied Waste is America's second largest
non-hazardous solid waste services company and an environmental
leader. Headquartered in Phoenix, AZ, Allied Waste provides waste
collection, transfer, recycling and disposal services to millions
of residential, commercial and industrial customers in over 100
major markets spanning 38 states and Puerto Rico. Allied's team of
more than 22,000 dedicated employees operates within a highly
efficient, integrated organization that generated 2007 revenue of
$6.1 billion. Information Regarding Forward-Looking Statements
Certain statements and information included herein constitute
�forward-looking statements� within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. These
forward-looking statements are identified by words such as �will,�
�expects,� �intends,� and similar words. Any such forward-looking
statements contained herein are based on current expectations, but
are subject to a number of risks, uncertainties, and other factors
that may cause actual results to differ materially from
expectations expressed in such forward-looking statements, many of
which are beyond the control of Republic and Allied. Such risks,
uncertainties and other factors include: the effect of changes in
general economic conditions, the risk that a condition to funding
under Republic's the new credit facility may not be satisfied, the
risk that a regulatory approval that may be required for the merger
is not obtained or is obtained subject to conditions that are not
anticipated and other risks to consummation of the merger, and the
risk that the merger, if completed, may not generate synergies or
create long-term value for stockholders as expected. Stockholders,
potential investors and other readers are urged to consider these
factors carefully in evaluating our forward-looking statements and
are cautioned not to place undue reliance on forward-looking
statements. Risk factors are discussed in the documents
respectively filed with the SEC by Republic and Allied, including
the definitive proxy statement/prospectus related to the merger.
The forward-looking statements made herein are only made as of the
date of this press release and the parties hereto undertake no
obligation to publicly update these forward-looking statements to
reflect subsequent events or circumstances.
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