Item 8.01. Other Events
On March 31, 2022, Republic Services, Inc., a Delaware corporation ("Republic
Services"), and US Ecology, Inc., a Delaware corporation ("US Ecology"), issued
a joint press release to announce that the waiting period under the Hart
Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired with
respect to the pending merger transaction involving US Ecology and Republic
Services on March 30, 2022. A copy of the press release is attached as Exhibit
99.1 to this report and is incorporated herein by reference.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking information about Republic Services
and US Ecology that is intended to be covered by the safe harbor for
"forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. Words such as "guidance," "expect," "will," "may,"
"anticipate," "plan," "estimate," "project," "intend," "should," "can,"
"likely," "could," "outlook" and similar expressions are intended to identify
forward-looking statements. These statements include information about Republic
Services' or US Ecology's plans, strategies and prospects. Forward-looking
statements are not guarantees of performance. These statements are based upon
the current beliefs and expectations of management and are subject to risk and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied or projected by, the forward-looking information and
statements. Although Republic Services and US Ecology believe that the
expectations reflected in the forward-looking statements are reasonable, there
can be no assurances that the expectations will prove to be correct. Among the
factors that could cause actual results to differ materially from the
expectations expressed in the forward-looking statements are the effects of the
COVID-19 pandemic and actions taken in response thereto, acts of war (including
the ongoing war in Ukraine), riots or terrorism, and the impact of these acts on
economic, financial and social conditions in the United States, the risk that
the transaction may not be completed in a timely manner, if at all, the failure
to satisfy the conditions of the consummation of the transaction, the effect of
the announcement or pendency of the transaction on Republic Services' or US
Ecology's business relationships, operating results, and business generally, the
risk that the proposed transaction disrupts current plans and operations of
Republic Services or US Ecology, including by diverting management's attention
from ongoing business operations, and the outcome of any legal or regulatory
proceedings related to the merger agreement or the transaction. More information
on factors that could cause actual results or events to differ materially from
those anticipated is included from time to time in Republic Services' and US
Ecology's respective reports filed with the Securities and Exchange Commission
("SEC"), including their respective Annual Reports on Form 10-K for the fiscal
year ended December 31, 2021, particularly under Part II, Item 1A - Risk
Factors. Additionally, new risk factors emerge from time to time and it is not
possible for Republic Services or US Ecology to predict all such risk factors,
or to assess the impact such risk factors might have on their businesses.
Republic Services and US Ecology undertake no obligation to update publicly any
forward-looking statements whether as a result of new information, future events
or otherwise, except as required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This report may be deemed to be solicitation material in respect of the proposed
merger between a subsidiary of Republic Services and US Ecology. US Ecology has
filed with the SEC a definitive proxy statement in connection with the
contemplated transaction. The definitive proxy statement contains important
information about the contemplated transaction. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE.
Investors and security holders may obtain a free copy of the definitive proxy
statement and other documents filed with the SEC at the SEC's website at
www.sec.gov, or without charge, contacting US Ecology's Investor Relations,
Alison Ziegler at aziegler@darrowir.com.
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
US Ecology and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from US Ecology's stockholders in
connection with the contemplated transaction. Information about US Ecology's
directors and executive officers is set forth in its proxy statement for its
2021 Annual Meeting of Stockholders, which may be obtained for free at the SEC's
website at www.sec.gov. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the contemplated
transactions is included in the definitive proxy statement that US Ecology has
filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Joint Press Release, dated March 31, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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