Waste Connections Inc. (NYSE:WCN) entered into a definitive agreement to acquire Progressive Waste Solutions Ltd. (TSX:BIN) from Blue Harbour Group, L.P., Sentry Investments Inc. and others in a reverse merger transaction on January 17, 2016. Under the terms of the agreement, Waste Connections stockholders will receive 2.076843 shares of Progressive Waste stock for each share of Waste Connections stock they own. Upon the completion of the transaction, Waste Connections stockholders will own approximately 70% of the combined company, and Progressive Waste shareholders will own approximately 30%. Progressive Waste then expects to implement immediately a share consolidation on the basis of 0.4815 of a share on a post-consolidation basis for each one share outstanding on a pre-consolidation basis. Waste Connections stockholders will instead receive one share of the combined company for each existing Waste Connections share, resulting in approximately 174 million combined shares outstanding on a post-consolidation basis. The combined company will use the Waste Connections name and it is anticipated that its shares will trade on the New York Stock Exchange and the Toronto Stock Exchange. Upon completion of the transaction, the combined company will be led by Waste Connections' current management team. The Board of Directors for the combined company will include the five current members of Waste Connections' Board and two members from Progressive Waste's current Board. Dan Pio was appointed as Chief Integration Officer, William (Bill) Herman was appointed Executive Vice President and Interim Chief Financial Officer, Loreto Grimaldi was appointed as Executive Vice President and Chief Legal Officer of Progressive Waste Solutions. The combined company will maintain headquarters in The Woodlands, Texas and Canadian operating headquarters in Toronto, Ontario and will be domiciled in Canada. Special Committee of Progressive Waste concluded the transaction is in best interest of shareholders of Progressive Waste. For the combined company, Ronald J. Mittelstaedt will serve as the Chief Executive Officer and Chairman of the Board of Directors, Steven F. Bouck will serve as President, Darrell W. Chambliss will serve as Executive Vice President, Chief Operating Officer and Assistant Secretary, Worthing F. Jackman will serve as Executive Vice President, Chief Financial Officer and Assistant Secretary, David G. Eddie will serve as Senior Vice President and Chief Accounting Officer, David M. Hall will serve as Senior Vice President — Sales and Marketing, James M. Little will serve as Senior Vice President — Engineering and Disposal, Patrick J. Shea will serve as Senior Vice President, General Counsel and Secretary, Matthew Black will serve as Vice President and Chief Tax Officer, Robert M. Cloninger will serve as Vice President, Deputy General Counsel and Assistant Secretary, Eric O. Hansen will serve as Vice President — Chief Information Officer, Susan Netherton will serve as Vice President — People, Training and Development, Scott I. Schreiber will serve as Vice President — Disposal Operations, Gregory Thibodeaux will serve as Vice President — Maintenance and Fleet Management, Mary Anne Whitney will serve as Vice President — Finance of the combined company and Richard K. Wojahn will serve as Vice President — Business Development. The transaction is subject to approval of the Board of Directors and shareholders of Progressive Waste Solutions and Waste Connections, Waste Connections, Blue Harbour Group, L.P. and Sentry Investments, U.S. antitrust approval, approval of the Toronto Stock Exchange, regulatory approvals, including expiration of the waiting period, effectiveness of the registration statement on Form F-4, approval for listing on the NYSE and/or the TSX of the Progressive common shares to be issued in the merger and customary closing conditions. The transaction was unanimously approved by the Board of Directors of Progressive Waste Solutions and Waste Connections. Upon termination of the merger agreement, Waste Connections may be required to pay a termination fee of $150 million to Progressive Waste, and in certain other circumstances, Progressive Waste may be required to pay a termination fee of $105 million to Waste Connections. As reported on February 25, 2016, the transaction received early termination of the waiting period under the Hart-Scott-Rodino act. Institutional Shareholder Services and Glass, Lewis & Co. have recommended the shareholders of Progressive Waste Solutions Ltd. to approve the transaction in a meeting scheduled on May 26, 2016. As of May 26, 2016, Progressive Waste Solutions Ltd.'s and Waste Connection's shareholders approved the transaction at a special meeting. The transaction is now expected to be completed on June 1, 2016. Morgan Stanley & Co. LLC, David Gray, Cole Bader, John McNamara, J.R. Bartrug, Melissa Truong and Ryan Rice of Stifel, Nicolaus & Company, Incorporated, Bank of America Merrill Lynch and Wells Fargo Securities, LLC acted as financial advisor for Waste Connections. Morgan Stanley & Co. LLC also provided fairness opinion to the Waste Connections Board of Directors. David F. Taylor and J. Eric Johnson of Locke Lord LLP and Eric Chernin, Carl Cunningham, Karen J. Dawson, Kelly R. Ford, Brent W. Kraus, Anu Nijhawan, Beth Riley, Susan G. Seller and Harinder Basra of Bennett Jones LLP acted as legal advisors for Waste Connections. J.P. Morgan Securities LLC acted as financial advisor for Progressive Waste. John J. Ciardullo, Mario Paura, J.R. Laffin and Christian Brands, Lorna Cuthbert, John Lorito, Paul Collins and Michael Laskey, and Elizabeth Kagedan of Stikeman Elliott LLP and Michael J. Aiello, Matthew J. Gilroy, Eoghan Keenan and Maxwell Copelan of Weil, Gotshal & Manges LLP acted as legal advisors for Progressive Waste. J.P. Morgan Securities LLC and BMO Capital Markets Corp. provided fairness opinion to Progressive Waste Board of Directors. Rob Spatt and Stephen Wiseman of Simpson Thacher acted as legal advisor for JPMorgan. Shawn McReynolds, Peter S. Hong and Raj Juneja of Davies Ward Phillips & Vineberg acted as legal advisor for BMO Capital Markets in connection with the fairness opinion it provided to the Special Committee and the Board of Directors of Progressive Waste Solutions. Jason Cruise and Abbott (Tad) Lipsky of Latham & Watkins LLP acted as legal advisors for Waste Connections. Gibson, Dunn & Crutcher LLP acted as a legal advisor to Morgan Stanley. MacKenzie Partners, Inc. acted as the proxy solicitor for Waste Connections Inc. MacKenzie Partners, Inc. will get an advisory fee of $0.03 million. Morgan Stanley & Co. LLC will get an advisory fee of $15 million. Waste Connections Inc. (NYSE:WCN) completed the acquisition of Progressive Waste Solutions Ltd. (TSX:BIN) from Blue Harbour Group, L.P., Sentry Investments Inc. and others in a reverse merger transaction on June 1, 2016. As a result of the transaction, the combined company, Waste Connections, Inc. will start trading on the New York Stock Exchange and Toronto Stock Exchange under the symbol, ‘WCN’ from June 1, 2016.