Leading Proxy Research and Corporate Governance
Firm States, “Perhaps the Most Remarkable Aspect of JCP’s Plan for
Casella is Precisely How Unremarkable it is”
Casella Urges Stockholders to Follow the
Recommendations of Three Leading Independent Proxy Advisors and
Vote on the WHITE Proxy Card
FOR ALL of Casella’s Board
Nominees
Casella Waste Systems, Inc. (Nasdaq:CWST) (“Casella” or the “Company”), a regional solid waste, recycling, and
resource management services company, today announced that Proxy
Mosaic, one of the leading U.S. proxy research and corporate
governance firms, has published a report recommending that Casella
stockholders vote the WHITE
proxy card FOR ALL three of
Casella’s director-nominees – John W.
Casella, William P. Hulligan and James E. O’Connor –
standing for election at the 2015 Annual Meeting of Stockholders to
be held on November 6, 2015.
The Proxy Mosaic recommendation follows the recent
recommendations of Institutional Shareholder Services Inc. (ISS)
and Egan-Jones, both of which recommended that Casella stockholders
vote the WHITE proxy card
FOR ALL three of Casella’s
director-nominees. As previously disclosed, JCP Investment
Management, LLC (“JCP”) 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 director-nominees unanimously recommended by the
Casella Board.
In its report recommending that Casella stockholders vote the
WHITE proxy card FOR ALL three of the highly
qualified and experienced director-nominees unanimously recommended
by the Casella Board, Proxy Mosaic questioned the ultimate goals of
JCP and highlighted the unwarranted proposals presented by JCP.
Proxy Mosaic stated:
“We suspect that JCP may be contemplating
forcing a sale of the Company to a strategic acquirer. With that in
mind, we would urge shareholders to consider the following:
Frankly, it makes little sense to initiate a sale before the
Company’s strategic transformation has had a chance to fully
develop. There is clearly value within Casella that has yet to be
unlocked, and though a sale would likely present an attractive
return on JCP’s investment, long-term shareholders may not stand to
benefit quite as much.”
“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?”
“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.”
Commenting on the Proxy Mosaic report, Casella issued the
following statement:
“We are pleased that Proxy Mosaic, an
independent and highly regarded proxy research and corporate
governance firm, has meticulously reviewed the voting alternatives
and has recommended that stockholders vote for all three of
Casella's director nominees on the WHITE proxy card. Proxy Mosaic clearly
comprehends that our execution of our strategic initiatives is
producing positive momentum and we sincerely appreciate their
endorsement. As we have stated consistently, we do not believe that
any of JCP’s nominees have experience comparable to that of any of
the highly qualified and very experienced members of the Casella
Board that JCP is seeking to replace and we believe that JCP’s
proposed board candidates lack the relevant experience necessary to
drive long-term stockholder value. We also do not believe that any
of JCP’s nominees would bring to Casella’s Board any relevant
insights, perspectives, skills or competencies not already present
among the current members of the Casella Board.”
Casella stockholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. All
stockholders of record as of September 18, 2015 are entitled to
vote at the 2015 Annual Meeting of Stockholders. Casella urges
stockholders to vote FOR
ALL three of Casella’s director
nominees – John W. Casella, William P.
Hulligan and James E. O’Connor – on the WHITE proxy card today.
Stockholders may vote by returning the WHITE proxy card or by phone or Internet by
following the instructions on the WHITE proxy card they have received.
Stockholders are urged to discard any gold proxy card or voting
instruction form they may have received from JCP. Even a WITHHOLD
vote with respect to JCP’s nominees on its gold proxy card will
cancel any proxy previously given to Casella. If a stockholder
previously signed a gold proxy card sent by JCP, that proxy card
can be revoked by voting a new WHITE proxy card for the Board’s
recommended nominees. Only the latest-dated proxy will
count.
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.casellastockholders.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 press release 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/20151028006410/en/
Casella Waste Systems, Inc.Investors:Ned Coletta,
802-772-2239Chief Financial OfficerorMedia:Joseph Fusco,
802-772-2247Vice PresidentorSard Verbinnen & Co.Mark
Harnett/Zachary Tramonti212-687-8080
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