As
previously disclosed and reported in the Current Report on Form 8-K filed on April 15, 2019 by Advanced Disposal Services, Inc.
(“Advanced Disposal” or the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”),
on April 14, 2019, Advanced Disposal, Waste Management, Inc. (“Waste Management”) and Everglades Merger Sub
Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Waste Management (“Merger Sub”) entered
into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”) pursuant
to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into
Advanced Disposal, and Advanced Disposal will continue as the surviving company and an indirect, wholly-owned subsidiary of Waste
Management (the “Merger”).
Each
of Advanced Disposal and Waste Management filed a respective premerger notification and report with the U.S. Department of Justice
(the “DOJ”) and the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. The parties have been working cooperatively with the DOJ.
This
Form 8-K is being filed to update our prior timing expectations. As a result of, and
subject to any further effects from, the COVID-19 (coronavirus) outbreak, and subject to obtaining final regulatory approval from
the DOJ (which is currently anticipated in the second quarter of 2020), the Company now anticipates closing the Merger mid to
late second quarter 2020.
Cautionary
Note Regarding Forward-Looking Statements
This
filing contains forward-looking statements about the Company, Waste Management and the proposed Merger, including but not limited
to all statements about the timing and approvals of the proposed Merger, which are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “likely,” “outlook,”
“forecast,” “preliminary,” “would,” “could,” “should,” “can,”
“will,” “project,” “intend,” “plan,” “goal,” “guidance,”
“target,” “continue,” “sustain, “ “synergy,” “on track,” “believe,”
“seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,”
and variations of such words and similar expressions are intended to identify such forward-looking statements. You should view
these statements with caution and should not place undue reliance on such statements. They are based on the facts and circumstances
known to the Company as of the date the statements are made. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to be materially different from those set forth in such forward-looking statements, including
but not limited to, general economic and capital markets conditions; the on-going impact of COVID-19 (coronavirus); inability
to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; inability to satisfy
other closing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of
the Merger Agreement; legal proceedings that may be instituted related to the proposed Merger; unexpected costs, charges or expenses;
failure to successfully integrate the acquisition, realize anticipated synergies or obtain the results anticipated; and other
risks and uncertainties described in the Company’s and Waste Management’s filings with the SEC, including Part I, Item
1A of each company’s most recently filed Annual Report on Form 10-K and in other documents that the Company or Waste
Management file or furnish with the SEC. Except to the extent required by law, neither the Company nor Waste Management assume
any obligation to update any forward-looking statement, including financial estimates and forecasts, whether as a result of future
events, circumstances or developments or otherwise.