Casella Looks Forward to Meeting with
Stockholders at the Annual Meeting
Casella Waste Systems, Inc. (Nasdaq:CWST) (“Casella” or the “Company”), a regional solid waste, recycling, and
resource management services company, today issued the following
statement in response to JCP Investment Management’s (“JCP”) press
release issued earlier today that, two days before Casella’s 2015
Annual Meeting of Stockholders, JCP has decided to withdraw its
notice of nomination and concede the proxy contest that it had been
pursuing against Casella to seek the election of two nominees to
Casella’s Board:
“The strategic changes that we started making
in 2012, and which preceded JCP’s interest in Casella by almost two
years, and the significant improvements in our financial and
operating performance which we have been very proud to report to
our stockholders, together with the significant refreshment of our
Board which has included the additions of waste management industry
veterans, James E. O’Connor and William P. Hulligan, as independent
directors, the appointment of Mr. O’Connor as our Board’s new lead
independent director, and the other significant corporate
governance enhancements that our Board has adopted have clearly
resonated with Casella’s stockholders. JCP’s 11th hour concession
reflects the feedback we, and undoubtedly JCP, have received
regarding Casella’s strategic direction, the substantial progress
we have achieved in improving our financial and operating
performance, our refreshed Board and the new independent Board
leadership that is now in place to oversee our strategic
trajectory. As we look forward to moving past JCP’s proxy contest,
we look forward to seeing our stockholders at this Friday’s Annual
Meeting.”
Stockholders who have questions or need help voting the
WHITE proxy card please call
Casella’s proxy solicitor, MacKenzie Partners, Inc. toll-free at
(800) 322-2885 or (212) 929-5500.
Stockholders are reminded that the 2015 Annual Meeting is being
held this Friday, November 6, 2015, at 10:00 a.m., Eastern Time, at
The Mountain Top Inn & Resort, 195 Mountain Top Road,
Chittenden, Vermont 05737. Whether or not a stockholder plans to
attend the 2015 Annual Meeting, Casella urges all stockholders to
sign, date and return the WHITE
proxy card they recently received and vote FOR ALL the Casella Board’s highly
qualified and very experienced nominees – John W. Casella, William P. Hulligan and James E.
O’Connor. Stockholders may also vote by telephone or
Internet by following the instructions on the WHITE proxy card.
Details regarding the results of the 2015 Annual Meeting will be
contained in a Current Report on Form 8-K that Casella will be
filing with the Securities and Exchange Commission (SEC) next week.
This filing will be available at no charge at the SEC’s web site at
www.sec.gov. Copies will also be available at no charge at the
Investor Relations section of our corporate website at
www.casella.com.
Casella is being advised in connection with the proxy contest by
Wilmer Cutler Pickering Hale and Dorr LLP and Morgan, Lewis &
Bockius LLP. Mackenzie Partners, Inc. is serving as Casella’s proxy
solicitor.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont,
provides solid waste management services consisting of collection,
transfer, disposal, and recycling services in the northeastern
United States. For further information, investors may contact Ned
Coletta, Chief Financial Officer at (802) 772-2239; media may
contact Joseph Fusco, Vice President at (802) 772-2247; and anyone
may visit Casella's website at http://www.casella.com.
Forward-Looking Statements
Certain matters discussed in this press release are
“forward-looking statements” intended to qualify for the safe
harbors from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such by the context of the statements,
including words such as “believe,” “expect,” “anticipate,” “plan,”
“may,” “would,” “intend,” “estimate,” “guidance” and other similar
expressions, whether in the negative or affirmative. Similarly,
statements that describe the objectives, plans or goals of Casella
are forward-looking. Such forward-looking statements include, but
are not limited to, statements regarding the proxy contest by JCP
Investment Management, LLC and the other participants in its
solicitation which JCP was pursuing against Casella and which JCP
has announced it was conceding, Casella’s initiatives to improve
Casella’s performance and increase its growth and profitability,
Casella’s future operational and financial performance, Casella’s
actions taken or contemplated to enhance its long-term prospects
and enhance value for its stockholders, Casella’s efforts to
execute on and implement its strategic plan, Casella’s plans to
simplify its business structure, Casella’s actions taken or
contemplated with respect to corporate and board governance,
Casella’s plans to improve its cash flows and reduce its risk
exposure by divesting or closing operations that do not fit within
its core strategy, Casella’s plans to strengthen its balance sheet,
promote financial flexibility and position Casella to achieve its
target growth trajectory and Casella’s plans to achieve its three
(3) year financial objectives and to drive additional value
creation for the benefit of all its stockholders. These
forward-looking statements are based on current expectations,
estimates, forecasts and projections and management’s current
beliefs and assumptions and, accordingly, are not guarantees of
future performance. Such forward-looking statements, and all phases
of Casella’s operations, involve a number of risks and
uncertainties, any one or more of which could cause actual results
to differ materially from those described in Casella’s
forward-looking statements. There are a number of important risks
and uncertainties that could cause Casella’s actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and
uncertainties include, without limitation, risks related to the
actions of JCP and other activist stockholders, including the
amount of related costs incurred by Casella and the disruption
caused to Casella’s business activities by these actions and those
risks detailed in Item 1A, “Risk Factors” in Casella’s Form 10-KT
for the transition period ended December 31, 2014, in its Form 10-Q
for the quarterly period ended September 30, 2015 and in its
subsequent filings with the Securities and Exchange Commission
(“SEC”). Accordingly, you should not
rely upon forward-looking statements as a prediction of actual
results. Casella undertakes 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.
Important Additional Information And Where To Find It
Casella, its directors and certain of its executive officers are
deemed to be participants in the solicitation of proxies from
Casella’s stockholders in connection with the matters to be
considered at Casella’s 2015 Annual Meeting of Stockholders. On
September 22, 2015, Casella filed a definitive proxy statement and
accompanying definitive WHITE proxy card with the Securities
and Exchange Commission (“SEC”) in
connection with the solicitation of proxies from Casella
stockholders in connection with the matters to be considered at
Casella’s 2015 Annual Meeting of Stockholders. Information
regarding the identity of participants, and their direct or
indirect interests, by security holdings or otherwise, is set forth
in such definitive proxy statement, including the schedules and
appendices thereto. INVESTORS AND STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING
WHITE PROXY CARD AND OTHER DOCUMENTS
FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders may obtain the definitive proxy
statement, any amendments or supplements to the definitive proxy
statement, the accompanying definitive WHITE proxy card, and any other
documents filed by Casella with the SEC for no charge at the SEC’s
website at www.sec.gov. Copies are also available at no charge at
the Investor Relations section of Casella’s corporate website at
www.casella.com, by writing to Casella’s Corporate Secretary at
Casella Waste Systems, Inc., 25 Greens Hill Lane, Rutland, VT
05701, or by calling Casella’s Corporate Secretary at
(802) 772-2257.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20151104006556/en/
Casella Waste Systems, Inc.Investors:Ned Coletta, (802)
772-2239Chief Financial OfficerorMedia:Joseph Fusco, (802)
772-2247Vice PresidentorSard Verbinnen & Co.Mark
Harnett/Zachary Tramonti(212) 687-8080
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