PONTE VEDRA, Fla., June 28, 2019 /PRNewswire/ -- Advanced
Disposal Services, Inc. ("Advanced Disposal" or the "Company")
(NYSE: ADSW) announced that at a special meeting of stockholders
held earlier today, the Company's stockholders voted to adopt the
merger agreement pursuant to which the Company would be acquired by
an indirect, wholly-owned subsidiary of Waste Management, Inc.
("Waste Management") in an all-cash transaction, which was first
announced on April 15, 2019.
76,362,871 shares voted at the special meeting were voted in
favor of the proposal to adopt the merger agreement, representing
approximately 85.9% of the outstanding shares of Advanced
Disposal's common stock entitled to vote at the special meeting.
The Company will file the final vote results with the Securities
and Exchange Commission on a Form 8-K.
Under the terms of the merger agreement, Advanced Disposal
stockholders will be entitled to receive $33.15 per share in cash upon completion of the
merger, which remains subject to the satisfaction of customary
closing conditions.
The transaction is expected to close by the first quarter of
2020. Upon closing of the transaction, Advanced Disposal common
stock will be de-listed from the New York Stock Exchange and
de-registered under the Securities Exchange Act of 1934, as
amended.
About Advanced Disposal
Advanced Disposal (NYSE: ADSW) brings fresh ideas and solutions to
the business of a clean environment. As the fourth largest solid
waste company in the U.S., Advanced Disposal provides integrated,
non-hazardous solid waste collection, recycling and disposal
services to residential, commercial, industrial, and construction
customers across 16 states and the Bahamas. Its team is dedicated to finding
effective, sustainable solutions to preserve the environment for
future generations. Advanced Disposal welcomes you to learn more at
www.AdvancedDisposal.com or follow Advanced Disposal on
Facebook.
About Waste Management
Waste Management, based in Houston,
Texas, is the leading provider of comprehensive waste
management environmental services in North America. Through its subsidiaries, Waste
Management provides collection, transfer, disposal services, and
recycling and resource recovery. It is also a leading developer,
operator and owner of landfill gas-to-energy facilities in
the United States. Waste
Management's customers include residential, commercial, industrial,
and municipal customers throughout North
America. To learn more information about Waste Management,
visit www.wm.com or www.thinkgreen.com.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the U.S. federal securities laws. Such statements
include statements concerning anticipated future events and
expectations that are not historical facts. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements. Forward-looking statements are
typically identified by words such as "believe," "expect,"
"anticipate," "intend," "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 (as
defined below), 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 secure the termination or expiration of any
waiting period applicable under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and (c) other conditions to
the consummation of the Merger under the Agreement and Plan of
Merger, dated as of April 14, 2019
(as may be amended from time to time, the "Merger Agreement"), by
and among Advanced Disposal, Waste Management, and Everglades
Merger Sub Inc., pursuant to which Everglades Merger Sub Inc. will
merge (the "Merger") with and into Advanced Disposal, and Advanced
Disposal will continue as the surviving company and an indirect,
wholly-owned subsidiary of Waste Management 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; and (8) other factors described under the
heading "Risk Factors" in Part I, Item 1A of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2018, as
updated or supplemented by subsequent reports that the Company has
filed or files with the U.S. Securities and Exchange Commission,
including Advanced Disposal's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2019.
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SOURCE Advanced Disposal Services, Inc.