IESI-BFC Ltd. ("IESI-BFC") (TSX: BIN)(NYSE: BIN) and Waste
Services, Inc. ("WSI") (NASDAQ: WSII) announced today that the
Canadian Competition Bureau will not challenge their proposed
merger.
This is reflected in a consent agreement with the Competition
Bureau which will be registered with the Competition Tribunal in
Ottawa. Pursuant to the agreement, the companies will divest of
certain commercial customer contracts and equipment in five
Canadian markets: Calgary and Edmonton, Alberta; and Hamilton,
Ottawa and Simcoe County, Ontario. These assets generate, in
aggregate, approximately CAD$18.5 million of annualized revenue for
the combined company. The companies will also divest of one
duplicate transfer station in Hamilton, Ontario.
"We undertook a very rigorous review alongside the Competition
Bureau", said Keith Carrigan, Vice-Chairman and Chief Executive
Officer of IESI-BFC. "The imposed divestitures are not material to
the broader transaction with WSI, and we remain confident that we
will achieve our estimated net pre-tax annual run rate synergies of
US$25-30 million."
As previously announced, the Special Meeting of WSI's
shareholders for the purpose of approving the merger 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".
Pending a favorable outcome at the Special Meeting, IESI-BFC and
WSI have agreed to close the transaction after the July 1, 2010
Canada Day holiday, with an intended close date of Friday, July 2,
2010.
WSI's financial information for July 1, 2010 will be reflected
in IESI-BFC's third quarter report.
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; 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 realize the expected synergies resulting from the
transaction in the amounts or in the timeframe anticipated; and the
ability to integrate Waste Services, Inc.'s businesses into those
of IESI-BFC Ltd. in a timely and cost-efficient manner. Additional
factors that could cause IESI-BFC's and WSI's results to differ
materially from those described in the forward-looking statements
can be found in the 2009 Annual Report on Form 10-K for WSI, and in
IESI-BFC'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 SEC's
Internet web site (www.sec.gov), and IESI-BFC's 2009 Annual
Information Form filed with the Ontario Securities Commission which
is available at the SEDAR web site (www.sedar.com). IESI-BFC and
WSI caution that the foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements
concerning WSI, IESI-BFC, the transaction or other matters and
attributable to WSI or IESI-BFC or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statements above. WSI and IESI-BFC 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
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 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., 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
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 trade 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, Inc. 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. WSI's shares trade on the NASDAQ under the symbol
WSII.
To find out more about WSI, visit its website at
www.wasteservicesinc.com.
Contacts: Contacts for IESI-BFC Ltd. Andrea Rudnick Vice
President, Corporate Development and Communications (416) 401-7750
Chaya Cooperberg Director, Investor Relations and Corporate
Communications (416) 401-7729 chaya.cooperberg@bficanada.com
www.iesi-bfc.com Contact for Waste Services, Inc. Ed Johnson
Executive Vice President and Chief Financial Officer (905) 319-1237
ejohnson@wsii.us www.wasteservicesinc.com
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