RALEIGH, N.C., Dec. 18 /PRNewswire-FirstCall/ -- Waste Industries USA,
Inc. (Nasdaq: WWIN), a regional, non-hazardous solid waste services
company, announced today that it has entered into a definitive merger
agreement with an investor group led by Lonnie C. Poole, Jr., the Company's
founder and Chairman, and Jim W. Perry, the Company's President and Chief
Executive Officer, and financial partners Macquarie Infrastructure Partners
and Goldman Sachs, pursuant to which the investor group will acquire all
outstanding shares of Waste Industries that the investor group does not
already own for $38.00 per share in cash. The total equity value of the
transaction, including the investment to be made by the investor group, is
valued at approximately $544 million.
Waste Industries received the investor group's original going private
offer on October 22, 2007. Following extensive negotiations, during which
the price was increased from $36.75 per share to $38.00, the Special
Committee of the independent directors of Waste Industries, advised by
independent financial and legal advisors, determined that the transaction
is fair to Waste Industries and its public shareholders. Based on the
recommendation of the Special Committee, Waste Industries' Board of
Directors voted to approve the transaction.
The price of $38.00 per share represents a 33% premium to Waste
Industries' closing price of $28.47 on the last trading day prior to the
communication of the October 22 offer to Nasdaq.
The Special Committee has received a fairness opinion from its
financial advisor, J.P. Morgan Securities Inc.
The transaction is expected to close during the first half of 2008 and
is subject to the approval of the shareholders of Waste Industries, certain
regulatory approvals and other customary closing conditions.
Lonnie C. Poole, Jr., speaking on behalf of the investor group, said,
"I founded Waste Industries over 37 years ago, and am very proud of the
Company's track record of delivering quality service to our customers. We
firmly believe that going private is the most attractive path available for
the Company, our shareholders, employees, customers, vendors and the
communities which we serve. Transitioning to a private company will provide
the Company with the level of investment necessary to further develop its
business while at the same time delivering what we believe is an attractive
premium to shareholders. Waste Industries will benefit from the extensive
resources and expertise that the investor group will bring to the Company,
which we believe will enable the Company to more rapidly and efficiently
build upon its long heritage of success.
"Waste Industries will continue to operate under its original name,
will maintain its headquarters in Raleigh, North Carolina and will continue
its current practices with regard to support for local community programs
and charitable activities. The investor group looks forward to working with
the Company's current management team to continue growing the business. Our
employees and customers will experience little change as a result of the
take private and should expect business as usual," added Mr. Poole.
The investor group is receiving financial advice from Macquarie
Securities (USA) Inc. and Goldman, Sachs & Co. and legal advice from Weil,
Gotshal & Manges LLP and Brooks Pierce McLendon Humphrey & Leonard, LLP.
The Special Committee is receiving legal advice from Robinson, Bradshaw &
Hinson, P.A. The Company is receiving legal advice from Wyrick Robbins
Yates & Ponton LLP.
About Waste Industries USA, Inc.
Waste Industries USA, Inc. is a vertically integrated solid waste
services company that provides collection, transfer, disposal and recycling
services to commercial, industrial and residential customer locations in
the states of North Carolina, South Carolina, Virginia, Tennessee, Georgia
and Mississippi.
About Macquarie Infrastructure Partners
Macquarie Infrastructure Partners (MIP), headquartered in New York, is
a diversified unlisted fund focusing on infrastructure investments in the
United States and Canada. The majority of MIP investors are US and Canadian
institutions such as public pension funds, corporate pension funds,
endowments and foundations and Taft-Hartley (Union) funds. MIP has ten
investments which include a stake in Aquarion Company, a regulated New
England water utility, a stake in Duquesne Light, a regulated electric
utility in Pittsburgh, a stake in a US wireless tower operator, two
Canadian port terminals and interests in four toll roads in the United
States and one in Canada.
About Goldman Sachs
Goldman Sachs is a leading global investment banking, securities and
investment management firm that provides a wide range of services worldwide
to a substantial and diversified client base that includes corporations,
financial institutions, governments and high net worth individuals. Founded
in 1869, it is one of the oldest and largest investment banking firms. The
firm is headquartered in New York and maintains offices in London,
Frankfurt, Tokyo, Hong Kong and other major financial centers around the
world.
This press release is not a solicitation of a proxy, an offer to
purchase nor a solicitation of an offer to sell shares of Waste Industries,
and it is not a substitute for any proxy statement or other filings that
may be made with the Securities and Exchange Commission ("SEC") should this
proposed transaction go forward. If such documents are filed with the SEC,
investors will be urged to thoroughly review and consider them because they
will contain important information, including risk factors. Any such
documents, once filed, will be available free of charge at the SEC's
website (http://www.sec.gov) and from Waste Industries.
Forward Looking Statements
This press release contains "forward-looking statements" under the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the statement will
include words such as the Company "expects," "believes," "anticipates" or
words of similar import. Similarly, statements that describe the Company's
future plans, objectives or goals are also forward-looking statements. The
forward-looking statements are subject to risks and uncertainties,
including the possibility that the proposed transaction could be withdrawn,
rejected, or unable to be consummated because of various contingencies,
including, but not limited to, the outcome of any legal proceedings that
may be instituted against the Company and/or others relating to the
proposed transaction, the effect of the announcement on the Company's
operating results and business generally, the risk that the proposed
transaction disrupts current plans and operations, the inability to satisfy
any material conditions to consummation of the proposed transaction,
downturns in the Company's business or the state of the corporate credit
markets, and the impact of the substantial indebtedness expected to be
incurred to accomplish the proposed transaction. Consider these factors
carefully in evaluating the forward-looking statements. The risk factors
listed in the Company's Form 10-K for the year ended December 31, 2006 and
subsequently filed Forms 10-Q and 8-K also provide examples of risks,
uncertainties and events that could cause actual results to differ
materially from those contained in forward-looking statements. The
forward-looking statements made herein are only made as of the date of this
press release and the Company undertakes no obligation to publicly update
such forward-looking statements and is not responsible for changes made to
this press release for Internet or wire services.
SOURCE Waste Industries USA, Inc.
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Related links:
http://www.waste-ind.com
http://www.prnewswire.com/comp/120685.html/
CONTACT:
Carol Dalton of Waste Industries USA, Inc.,
+1-919-325-3000
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