Waste Connections and Progressive Waste Solutions complete merger
Wednesday, June 08, 2016
Posted by: Anne Piacentino
Source: Recycling Today
Waste Connections Inc., The Woodlands, Texas, has announced the completion of the merger with Progressive Waste Solutions Ltd., Toronto.
As of the close of trading May 31, 2016, shares of old Waste Connections common stock ceased trading on the New York Stock Exchange under the symbol "WCN" and shares of Progressive Waste ceased trading on the Toronto Stock Exchange and on the New York Stock Exchange under the symbol "BIN." Effective June 1, 2016, common shares of new Waste Connections stock will commence trading on the Toronto Stock Exchange and on the New York Stock Exchange under the symbol "WCN." In connection with the completion of the merger, the shares of old Waste Connections common stock will be delisted from the New York Stock Exchange and will be deregistered under the United States Securities Exchange Act of 1934.
"We are pleased to announce the completion of this combination, which creates a leading North American solid waste services company with a strong financial profile and a differentiated and diverse operational footprint," says Ronald J. Mittelstaedt, chairman and chief executive officer the newly combined company. "We are excited to welcome the Progressive Waste team to the Waste Connections family, and we look forward to instilling into the combined company the corporate culture, safety focus, operational excellence, capital discipline and accountability that have served us so well and which we believe are necessary for long-term success."
"This is a very exciting combination for our employees, shareholders and other stakeholders," says James J. Forese, nonexecutive chairman of the Progressive Waste board of directors. "The combination will deliver a number of compelling strategic and financial benefits, as evidenced by the overwhelming support of our shareholders for the transaction. On behalf of the board of directors, we thank the Progressive Waste Solutions senior management team for their hard work and commitment in facilitating the successful completion of the merger, under the leadership of Chief Executive Officer Dan Pio, who will continue with new Waste Connections in the role of President, Canada. With proven management and a talented team of employees, I am confident that new Waste Connections is well-positioned for continued growth and success."
The new Waste Connections has pro forma revenue of approximately $4.1 billion and an integrated network of solid waste operations across North America. The company says it will benefit from a diverse revenue base with strategic assets uniquely positioned for continued organic growth. The compant says the combination of Waste Connections' differentiated position in mostly secondary and exclusive U.S. markets and Progressive Waste's position in Canada and complementary U.S. markets, particularly in its commercial services line, will result in a high quality of revenue, margin and free cash flow for the combined company.
Waste Connections says its board of directors anticipates maintaining the old Waste Connections regular quarterly cash dividend 14.5 cents per share on the combined company's common shares and intends to review the quarterly dividend each October, with a long-term objective of increasing the amount of the dividend.
The new Waste Connections will be led by the old Waste Connections management team, including:
CEO Ronald J. Mittelstaedt;
President Steven F. Bouck;
Executive Vice President and Chief Operating Officer Darrell W. Chambliss;
Executive Vice President and Chief Financial Officer Worthing F. Jackman;
Senior Vice President and Chief Accounting Officer David G. Eddie;
Senior Vice President, Sales and Marketing, David M. Hall;
Senior Vice President, Engineering and Disposal, James M. Little; and
Senior Vice President, General Counsel and Secretary Patrick J. Shea.
The board of directors of the new Waste Connections will comprise seven directors, including all five members of the board of the old Waste Connections, with Ronald J. Mittelstaedt serving as chairman and Michael W. Harlan, William J. Razzouk, Edward E. Guillet, Robert H. Davis, Larry S. Hughes and Sue Lee also serving as directors.
Immediately following the completion of the merger, the new Waste Connections also completed a consolidation whereby every 2.076843 common shares of the old company’s stock were converted into one common share of the new Waste Connections’ stock. As a result, stockholders of the old Waste Connections immediately prior to the merger received one postconsolidation common share of the new Waste Connections for each outstanding share of old Waste Connections common stock, and shareholders of Progressive Waste immediately prior to the merger received one postconsolidation common share of new Waste Connections’ stock for every 2.076843 common shares of Progressive Waste. In connection with the merger and consolidation, the new company’s legal name was changed from Progressive Waste Solutions Ltd. to Waste Connections Inc.
The newly combined company serves more than 6 million residential, commercial, industrial and exploration and production customers from a network of operations in 39 states and the District of Columbia, and in six Canadian provinces. The company also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.