Waste Connections, Progressive Waste Solutions To Merger In All-stock Deal

(RTTNews) - Waste Connections, Inc. (WCN) and Progressive Waste Solutions Ltd. (BIN, BIN.TO) said they have agreed to merge in an all-stock transaction.

The transaction is structured as a reverse merger pursuant to which Waste Connections will merge into a newly formed direct or indirect subsidiary of Progressive Waste. Under the terms of the deal, Waste Connections stockholders will receive 2.076843 shares of Progressive Waste stock for each share of Waste Connections stock they own.

The transaction has been unanimously approved by both companies' boards of directors and is expected to close in the second quarter of 2016. Upon closing, the combined company will use the Waste Connections name and it is anticipated that its shares will trade on the New York Stock Exchange as well as the Toronto Stock Exchange.

Upon completion of the transaction, Waste Connections stockholders will own about 70 percent of the combined company, while Progressive Waste shareholders will own the remaining 30 percent.

The combined company will have pro forma revenue of about $4.1 billion and operate an integrated network of solid waste operations across North America. The combination is expected to generate approximately $50 million in annualized SG&A cost savings within the first 12 months after closing.

The combined first year adjusted EBITDA is projected between $1.25 Billion and $1.3 billion, with more than $625 million of adjusted free cash flow.

The combined company will be led by Waste Connections' current management team. The Board of Directors for the combined company will include the five current members of Waste Connections' Board and two members from Progressive Waste's current Board.

The combined company will maintain headquarters in The Woodlands, Texas and Canadian operating headquarters in Toronto, Ontario. Upon completion of the transaction, the combined company will be domiciled in Canada.