All Three Leading Independent Proxy Advisors Recommend Stockholders Vote “For” the Merger of Republic Services & Allied W...
November 04 2008 - 4:10PM
Business Wire
Republic Services, Inc. (NYSE: RSG) and Allied Waste Industries,
Inc. (NYSE: AW) today announced that RiskMetrics Group (formerly
Institutional Shareholder Services), Glass Lewis and PROXY
Governance, Inc., the three leading independent proxy advisory
firms, have all recommended that stockholders vote �FOR� the
proposals with respect to the merger of Republic Services and
Allied Waste. In its report dated November 3, 2008, RiskMetrics
Group stated: �Based on our review of the terms of the
transaction�particularly the strategic rationale, the narrowing of
the EV/EBITDA valuation multiple between Allied Waste and its peer
group since the initial merger announcement, Republic's history of
generating better than peer average total shareholder returns, and
the analysts' favorable outlook for Republic, we believe that the
merger agreement warrants shareholder support.� In its report,
Glass Lewis stated: �Based on the sound strategic rationale, fair
financial terms and the absence of significant conflict, we believe
the merger of equals is in the interest of shareholders of both
companies�Further, the transaction is expected to yield significant
cost synergies and the boards of Allied Waste and Republic
anticipate that the merger will be accretive to the Company�s
earnings per share within the first full calendar year after
closing.� In its report, dated October 23, 2008, PROXY Governance,
Inc. stated: �We support this transaction because it appears to
make strategic sense and we believe that shareholders will be
better off with shares of the combined company.� As announced on
June 23, 2008, Republic Services and Allied Waste boards of
directors unanimously approved a definitive merger agreement to
firmly establish one of the nation�s leading waste and
environmental services providers, with expected pro forma annual
revenues of approximately $9 billion. The combined company will
have more than 35,000 employees serving more than 13 million
customers in 40 states and Puerto Rico. The transaction is expected
to close by the fourth quarter of 2008, to generate approximately
$150 million in net annual synergies by the third year following
completion of the merger, and to be accretive to Republic�s
earnings per share in the first year following completion of the
merger. Republic will hold its special stockholder meeting on
November 14, 2008, at 1:30 p.m., Eastern Time, in the Atrium on the
7th Floor of 110 S.E. 6th Street, Fort Lauderdale, Florida 33301.
Allied will hold its special stockholder meeting on November 14,
2008 at 11:30 a.m., Mountain Time, at the Marriott at McDowell
Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260.
Stockholders of record as of the October 6, 2008 record date are
eligible to vote on the proposed merger. The Republic board of
directors unanimously recommends that Republic stockholders vote
"FOR" the Republic share issuance in connection with the merger.
The Allied board of directors unanimously recommends that Allied
stockholders vote "FOR" the adoption of the merger agreement. The
merger is subject to the approvals of the respective stockholders
of both companies, as well as regulatory approval from the U.S.
Department of Justice which is expected in early December 2008.
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. Additional Information and
Where to Find It This communication is being made in respect of the
proposed business combination involving Republic and Allied.
Republic and Allied have filed with the Securities and Exchange
Commission a definitive a Joint Proxy Statement/Prospectus in
connection with the proposed merger transaction. The definitive
Joint Proxy Statement/Prospectus was mailed on or about October 14,
2008 to stockholders of Republic and Allied of record as of the
close of business on October 6, 2008. INVESTORS AND SECURITY
HOLDERS OF REPUBLIC AND ALLIED ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders are able to obtain free copies of the definitive Joint
Proxy Statement/Prospectus and other documents filed with the SEC
by Republic and Allied through the website maintained by the SEC at
www.sec.gov. Free copies of the definitive Joint Proxy
Statement/Prospectus and other documents filed with the SEC can
also be obtained by directing a request to Republic Services, Inc.,
110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida, 33301
Attention: Investor Relations or by directing a request to Allied
Waste Industries, Inc., 18500 North Allied Way, Phoenix, Arizona
85054, Attention: Investor Relations. 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 be accretive to earnings 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 definitive Joint
Proxy Statement/Prospectus filed with the SEC. 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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