Republic Services and Allied Waste Complete Merger Integration Planning
2008年10月17日 - 2:46AM
ビジネスワイヤ(英語)
Republic Services, Inc. (NYSE: RSG) and Allied Waste Industries,
Inc. (NYSE: AW) today announced that their joint integration
planning team has substantially completed extensive integration
planning related to their merger to ensure a seamless combination
for employees, shareholders and customers. The companies are poised
to implement their plans to complete the merger in the fourth
quarter of 2008. The companies are highly confident that they will
meet the projected $150 million of merger synergies in the third
year following completion of the transaction. �As we move through
the planning process and get closer to the completion of this
merger, we are very confident that we will be able to achieve value
for our shareholders by building on both companies� foundations of
profitable growth,� said Jim O�Connor, Chairman and Chief Executive
Officer of Republic Services. �Our strategic focus remains on
realizing merger savings, improving return on invested capital,
reducing debt and generating higher levels of free cash flow as we
work towards positioning the new Republic to provide better
opportunities for employees, significant operating efficiencies,
unmatched customer service and long-term shareholder value.�
Republic Services and Allied Waste began the integration planning
process immediately after the announcement of their definitive
merger agreement by forming 17 functional and cross-functional
teams of corporate, regional and local representatives from both
companies. Over the past three months, these teams have invested
more than 12,000 man-hours in planning for the smooth and
successful merger of Republic and Allied. A large part of the
planning process included the review and selection of the operating
systems that will be used by the combined company. Additionally,
the companies have named the top 70 executives and managers of the
combined company. �Our integration teams have worked hard to
complete the integration planning process to prepare our joint
leadership team to enhance Republic�s position in the U.S.
environmental services industry,� said Don Slager, President and
Chief Operating Officer of Allied. �The bottom line is that we are
certain that we have the right people and the right plan to execute
a smooth transition that creates value for our shareholders and
enhanced career opportunities for our employees. With the �day-one�
merger plans in place, our integration teams are now focusing on
developing the plans for the first few months of the merger to
ensure a smooth transition and integration.� The companies also
announced that the U.S. Securities and Exchange Commission has
declared effective the Registration Statement on Form S-4 relating
to the proposed merger of Republic Services and Allied Waste. Both
companies have established November 14 as the date of their special
stockholder meetings, and they have begun to mail a definitive
joint proxy statement to stockholders of record as of the October
6, 2008 record date for the meetings. 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. 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. The boards of directors of Republic and Allied
believe that the combination of the two companies will create
substantially more long-term stockholder value than either company
could individually achieve. Following the completion of the merger,
Allied will be a wholly owned subsidiary of Republic with Allied
stockholders receiving approximately 51.7% of the outstanding
common stock of the combined company in respect of their Allied
shares and Republic stockholders retaining approximately 48.3% of
the outstanding common stock of the combined company, in each case,
on a diluted basis. As previously announced, Republic successfully
completed its $1.75 billion senior unsecured revolving credit
facility arranged by Bank of America Securities LLC and J.P. Morgan
Securities Inc. In addition, it entered into an amendment to its
existing $1.0 billion senior unsecured revolving credit facility to
conform certain terms of its existing credit facility with those of
the new credit facility as of the closing of Republic's proposed
merger with Allied. After merger closing, the combined bank
facility capacity of the company will be $2.75 billion. The new
credit facility, together with Republic�s existing credit facility,
will provide Republic with all of the financing expected to be
needed to consummate its proposed merger with Allied, as well as
with additional working capital. The initial funding under the new
credit facility is expected to occur upon closing of the proposed
merger. Standard & Poor�s Ratings Services and Moody�s
Investors Services have both indicated that they expect the pro
forma rating of the combined company to be investment grade. 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 has filed with the Securities and Exchange Commission a
Registration Statement on Form S-4 (Reg. No. 333-152693) containing
a Joint Preliminary Proxy Statement/Prospectus in connection with
the proposed transaction with Allied. The definitive Joint Proxy
Statement/Prospectus will be 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 will be able to obtain free copies of the Registration
Statement and 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 Registration Statement and 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:
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
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 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.
Allied Waste (NYSE:AW)
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