Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Agreement and Plan of Merger
On
Pursuant to the Merger Agreement, the Company, Waste Management and Merger Sub
have agreed to reduce the per share merger consideration to be paid by Waste
Management at the effective time of the Merger (the "Effective Time") for each
share of the Company's common stock, par value
The Amendment also extends the date after which each of the Company and Waste
Management have a right to terminate the Merger Agreement (the "End Date") from
In addition, the Amendment eliminated the limitations on the divestiture obligation of Waste Management contained in the Original Agreement. As a result of the Amendment, Waste Management is specifically required to use its "best efforts" to obtain HSR Approval, including, without limitation, to sell, divest, dispose or license any assets, operations, services or businesses (belonging to Waste Management or Advanced Disposal or any of their respective subsidiaries) in order to obtain HSR Approval.
Waste Management is required to pay Advanced Disposal a termination fee of
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Pursuant to the Amendment, each party has certified to each other that such
party's closing conditions with respect to the accuracy of its representations
and performance of its covenants, and, with respect to Waste Management's and
Merger Sub's obligations to consummate the Merger, the absence of a Material
Adverse Effect (as defined in the Merger Agreement), would be satisfied as of
Pursuant to the Amendment, Advanced Disposal is no longer required to reimburse
Waste Management's expenses of up to
The Board of Directors of the Company (the "Board") has unanimously (i) determined that the Merger Agreement and the WM Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the WM Transactions, including the Merger, (iii) approved the execution and delivery by the Company of the Amendment and the performance by the Company of the Merger Agreement and the consummation of the WM Transactions, including the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, (iv) recommended the adoption of the Merger Agreement by the stockholders of the Company, and (v) directed that the adoption of the Merger Agreement be submitted to a vote of the Company's stockholders.
The Closing is subject to certain conditions, including (i) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock, (ii) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and (iii) the absence of any law or order restraining, enjoining or otherwise prohibiting the Merger. Each of the Company's, Waste Management's and Merger Sub's obligation to consummate the Merger is also subject to additional conditions, including (x) subject to specific standards and as limited as described above, the accuracy of the representations and warranties of the other party, (y) performance in all material respects by the other party of its obligations under the Merger Agreement, and (z) with respect to Waste Management's and Merger Sub's obligations to consummate the Merger, the absence of a Material Adverse Effect (as defined in the Merger Agreement) as further described in the Merger Agreement.
In addition, concurrently with the execution of the Amendment, on
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Other than as expressly modified pursuant to the Amendment, the Original
Agreement, which was previously filed as Exhibit 2.1 to the Current Report on
Form 8-K filed by the Company with the
In connection with entering into the Amendment, on
Pursuant to the terms and subject to the conditions set forth in the Purchase
Agreement, after the closing of the WM Transactions, GFL will purchase certain
equity interests and assets from each of the Company (as owned by Waste
Management after the WM Transactions, the "ADS Businesses") and Waste Management
(the "WM Businesses") for an aggregate purchase price of
Consummation of the GFL Divestiture Transaction is subject to customary closing conditions, including but not limited to: (i) the closing of the WM Transactions and (ii) the absence of a material adverse effect on the ADS Businesses or WM Businesses taken as a whole. The GFL Divestiture Transaction also remains subject to DOJ approval.
The Purchase Agreement contains customary representations, warranties and
covenants, including the agreement of the Company and Waste Management to
operate each of their applicable assets and businesses in the ordinary course
during the period between the execution of the Purchase Agreement and the
closing of the GFL Divestiture Transaction, subject to certain exceptions, and
with respect to obtaining approval of the GFL Divestiture Transaction from the
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Amendment No. 1, dated as ofJune 24, 2020 , to Agreement and Plan of Merger, dated as ofApril 14, 2019 , by and amongAdvanced Disposal Services, Inc. ,Everglades Merger Sub Inc. and Waste Management, Inc. 99.1* Joint press release issued byAdvanced Disposal Services, Inc. and Waste Management, Inc. onJune 24, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Exhibit is furnished herewith and not deemed to be filed.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the
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"target," "estimate," "continue," "positions," "plan," "predict," "project,"
"forecast," "guidance," "goal," "objective," "prospects," "possible" or
"potential," by future conditional verbs such as "assume," "will," "would,"
"should," "could" or "may," or by variations of such words or by similar
expressions or the negative thereof. Actual results may vary materially from
those expressed or implied by forward-looking statements based on a number of
factors, including, without limitation: (1) risks related to the consummation of
the merger, including the risks that (a) the merger may not be consummated
within the anticipated time period, or at all, (b) the parties may fail to
obtain stockholder approval of the Merger Agreement, (c) the parties may fail to
secure the termination or expiration of any waiting period applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (d) other
conditions to the consummation of the merger under the Merger Agreement may not
be satisfied; (2) the effects that any termination of the Merger Agreement may
have on the Company or its business, including the risks that (a) the Company's
stock price may decline significantly if the merger is not completed, (b) the
Merger Agreement may be terminated in circumstances requiring the Company to pay
Waste Management a termination fee, or (c) the circumstances of the termination,
including the possible imposition of a 12-month tail period during which the
termination fee could be payable upon certain subsequent transactions, may have
a chilling effect on alternatives to the merger; (3) the effects that the
announcement or pendency of the merger may have on the Company and its business,
including the risks that as a result (a) the Company's business, operating
results or stock price may suffer, (b) the Company's current plans and
operations may be disrupted, (c) the Company's ability to retain or recruit key
employees may be adversely affected, (d) the Company's business relationships
(including, customers and suppliers) may be adversely affected, or (e) the
Company's management's or employees' attention may be diverted from other
important matters; (4) the effect of limitations that the Merger Agreement
places on the Company's ability to operate its business, return capital to
stockholders or engage in alternative transactions; (5) the nature, cost and
outcome of pending and future litigation and other legal proceedings, including
any such proceedings related to the merger and instituted against the Company
and others; (6) the risk that the merger and related transactions may involve
unexpected costs, liabilities or delays; (7) other economic, business,
competitive, legal, regulatory, and/or tax factors, including the scope and
duration of the COVID-19 (coronavirus) pandemic and actions taken by
governmental authorities in response thereto and the significant market
disruption caused by the COVID-19 pandemic and its impact on the businesses,
operations and financial conditions of the Company and Waste Management; and (8)
other factors described under the heading "Risk Factors" in the Company's Annual
Report on Form 10-K for the fiscal year ended
Additional Information and Where to Find It
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This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. This
communication may be deemed to be solicitation material in respect of the
proposed merger between a subsidiary of Waste Management and the Company. In
connection with the proposed transaction, the Company plans to file a proxy
statement with the
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be
deemed, under
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