PONTE VEDRA, Fla., Aug. 25, 2020 /PRNewswire/ -- Advanced
Disposal Services, Inc. ("Advanced Disposal" or the "Company")
(NYSE: ADSW) announced that at a virtual special meeting of
stockholders held earlier today, the Company's stockholders voted
to adopt the amended 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.
67,303,849 shares voted at the special meeting were voted in
favor of the proposal to adopt the amended merger agreement,
representing over 74% 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 amended merger agreement, Advanced
Disposal stockholders will be entitled to receive $30.30 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 end of the third
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), based in Ponte Vedra, Florida, is the fourth largest
solid waste company in the U.S. and provides integrated,
non-hazardous solid waste collection, recycling and disposal
services to residential, commercial, industrial, and construction
customers across 16 states and the Bahamas. To learn more information about
Advanced Disposal, visit www.AdvancedDisposal.com.
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 amended by
Amendment No. 1 thereto, dated as of June
24, 2020, as may be further amended from time to time, (the
"Amended 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 Amended 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 Amended 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 Amended 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, including the scope and
duration of the COVID-19 (coronavirus) pandemic and actions taken
by governmental authorities in response thereto and the significant
market disruption caused by the COVID-19 (coronavirus) pandemic and
its impact on the businesses, operations and financial conditions
of the Company and Waste Management; 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, 2019 and the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2020 as updated or
supplemented by subsequent reports that the Company has filed or
files with the U.S. Securities and Exchange Commission.
Potential investors, stockholders and other readers are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. The
Company does not assume any obligation to publicly update any
forward-looking statement after it is made, whether as a result of
new information, future events or otherwise, except as required by
law.
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SOURCE Advanced Disposal Services, Inc.