Published:
Allied Waste Comments on Announcement By Republic Services Board
PHOENIX, July 18 /PRNewswire-FirstCall/ -- Allied Waste Industries, Inc.
(NYSE: AW) today provided the following statement regarding the determination
by the Board of Directors of Republic Services, Inc. (NYSE: RSG) that the
Waste Management Inc. proposal announced on July 14 does not constitute, and
could not reasonably be expected to lead to, a transaction that is more
favorable to Republic stockholders than the definitive merger agreement in
place between Republic and Allied:
"We are pleased that the Board of Directors of Republic Services has
reaffirmed its commitment to the pending Allied-Republic merger, recognizing
that it represents the best opportunity to create significant long-term value
for our respective shareholders.
"Allied and Republic share a common vision and our combined resources will
create a formidable competitor to Waste Management in the waste and
environmental services industry. Together, we will have a strong national
footprint, a higher revenue growth profile and significantly higher operating
margins than Waste Management. Our combined company will possess an
investment grade balance sheet, and the transaction will provide a cash yield
to both sets of shareholders.
"Allied is also gratified that Republic's Board, in evaluating Waste
Management's proposal, recognized the extraordinary execution risks inherent
to it. A hypothetical Waste Management-Republic combination would encounter
more and greater objections from federal and state regulators than our pending
transaction. Waste Management's and Republic's operations substantially
overlap. This overlap significantly exceeds that of Allied's and Republic's
operations, making the competitive issues of the hypothetical Waste Management
transaction larger, more numerous and more difficult to remedy. Regulators
also could question whether the massive piecemeal dismemberment of Republic
would be an acceptable remedy under the circumstances, and the process of
identifying and evaluating any potential remedies would be protracted and
complex. There could be no assurance of an acceptable outcome by 'early 2009'
-- the date Waste Management claimed their proposed transaction could close --
if at all.
"Finally, Waste Management's proposal lacked a financing commitment and
was further burdened by a closing condition regarding the maintenance of that
company's investment grade status, which Moody's subsequently indicated it
would be unlikely to achieve.
"We look forward to working together with Republic's management to
complete this transaction according to the schedule we have outlined. In a
joint effort, we have invested considerable time and resources in analyzing,
planning, and achieving material progress in working with federal regulators.
We are now on the threshold of the next phase of the Hart Scott Rodino
regulatory review with an expectation of achieving regulatory clearance within
45-60 days and completing the merger by the fourth quarter of 2008. In
addition, we expect to file our joint proxy statement promptly."
About Allied Waste Industries, Inc.
Allied Waste is America's second largest non-hazardous solid waste
services company and an environmental leader. Headquartered inPhoenix, 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 andPuerto 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. In connection with the proposed
transaction, Republic plans to file with the SEC a Registration Statement on
Form S-4 containing a Joint Proxy Statement/Prospectus and each of Republic
and Allied plan to file with the SEC other documents regarding the proposed
transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to
stockholders of Republic and Allied. 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 WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain
free copies of the Registration Statement and the definitive Joint Proxy
Statement/Prospectus (when available) and other documents filed with the SEC
by Republic and Allied through the website maintained by the SEC at
http://www.sec.gov. Free copies of the Registration Statement and the
definitive Joint Proxy Statement/Prospectus (when available) 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.
Participants in Solicitation
Republic, Allied and 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 Republic's
directors and executive officers is available in its Annual Report on Form
10-K for the year ended December 31, 2007, which was filed with the SEC on
February 21, 2008, and its proxy statement for its 2008 annual meeting of
stockholders, which was filed with the SEC on April 2, 2008, and information
regarding Allied's directors and executive officers is available in Allied's
Annual Report on Form 10-K, for the year ended December 31, 2007, which was
filed with the SEC on February 21, 2008 and its proxy statement for its 2008
annual meeting of stockholders, which was filed with the SEC on April 10,
2008. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the definitive Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC
when they become available.
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 or Allied. Such risks, uncertainties and other factors
include: regulatory and litigation matters and risks, legislative
developments, changes in tax and other laws, the effect of changes in general
economic conditions, the risk that a condition to closing of the transaction
may not be satisfied, the risk that a regulatory approval that may be required
for the transaction is not obtained or is obtained subject to conditions that
are not anticipated and other risks to consummation of the transaction, risks
that the combined company may not achieve anticipated synergies, risks that
the acquisition may not be accretive to earnings in the anticipated time
frame, or at all, risks that the combined company may not generate expected
cash flows, as well as risks relating to the business and operations of both
Republic and Allied included in their respective filings with the Securities
and Exchange Commission. Shareholders, 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. 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.
SOURCE Allied Waste Industries, Inc.
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