IESI-BFC Ltd. ("IESI-BFC") (TSX: BIN)(NYSE: BIN) announced that it
has filed a registration statement on Form F-4 with the United
States Securities and Exchange Commission ("SEC") in connection
with its proposed acquisition of Waste Services, Inc. ("WSI")
(NASDAQ: WSII). The registration statement, which is subject to SEC
review, contains a preliminary proxy statement/ prospectus for the
proposed transaction.
Completion of the transaction remains subject to the
satisfaction or waiver of certain closing conditions, including
approval from WSI stockholders and the Canadian Competition Bureau.
The transaction was reviewed by U.S. antitrust authorities, and the
30 day waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 expired at 11:59 pm on January 19, 2010
without a request for additional documentation or information.
IESI-BFC and WSI now expect the transaction to close during the
second quarter of 2010.
About IESI-BFC Ltd.
IESI-BFC, through its subsidiaries, is one of North America's
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-BFC's
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.
About Waste Services, Inc.
Waste Services is a multi-regional, integrated solid waste
services company that provides collection, transfer, disposal and
recycling services in the U.S. and Canada. WSI, a Delaware
corporation, is the second largest vertically integrated disposal
company in the State of Florida, where it has 10 collection
operations, nine transfer stations, seven recycling facilities and
three landfills. To find out more about WSI, visit its website at
www.wasteservicesinc.com.
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, Waste
Services, Inc.'s and 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 for 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 and Waste
Services, Inc.'s results to differ materially from those described
in the forward-looking statements can be found in the 2008 Annual
Report on Form 10-K for Waste Services, Inc., the Registration
Statement on Form F-10, as amended, of IESI-BFC Ltd., and the
Registration Statement on Form F-4 of IESI-BFC Ltd., each filed
with the SEC and available at the SEC's Internet web site
(www.sec.gov). Waste Services, Inc. cautions that the foregoing
list of factors is not exclusive. All subsequent written and oral
forward-looking statements concerning Waste Services, Inc.,
IESI-BFC Ltd., the transaction or other matters and attributable to
Waste Services, Inc. or IESI-BFC Ltd. or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. Waste Services, Inc. and IESI-BFC Ltd. do 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
The proposed transaction will be submitted to Waste Services,
Inc. stockholders for their consideration. IESI-BFC Ltd. has filed
with the SEC a Registration Statement on Form F-4 containing a
preliminary proxy statement/prospectus. Stockholders are encouraged
to read the preliminary proxy statement/prospectus regarding the
proposed transaction and the definitive proxy statement/prospectus
when it becomes available, as well as other documents filed with
the SEC because they contain important information. Stockholders
may obtain a free copy of the preliminary proxy
statement/prospectus, and will be able to obtain a free copy of the
definitive proxy statement/prospectus when it becomes available, as
well as other filings containing information about IESI-BFC Ltd.
and Waste Services, Inc., without charge, at the SEC's Internet
site (www.sec.gov).
You may also obtain copies of all documents filed with the SEC
regarding this transaction, without charge, from IESI-BFC's 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., Shareholder Relations, 1122 International Blvd.,
Suite 601, Burlington, Ontario, Canada L7L 6Z8, (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.
Contacts: IESI-BFC Ltd. Andrea Rudnick Vice President, Corporate
Development and Communications (416) 401-7750
andrea.rudnick@bficanada.com IESI-BFC Ltd. Chaya Cooperberg
Director, Investor Relations and Corporate Communications (416)
401-7729 chaya.cooperberg@bficanada.com Waste Services, Inc. Ed
Johnson Executive Vice President and Chief Financial Officer (905)
319-1237 ejohnson@wsii.us
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