Mergers and Acquisitions

BGI, the investment office that manages the assets of Cascade Investment, L.L.C. and Bill & Melinda Gates Foundation Trust, owning in the aggregate approximately 15.6% of Republic Services, Inc. (NYSE: RSG) and 2.3% of Waste Management (NYSE: WMI), announced that it would not support the recent proposal made by Waste to acquire Republic. BGI's reasons include:

-- At $34 per share, BGI believes Waste's unsolicited cash offer significantly undervalues the business of Republic. Republic's shares traded above the offer price as recently as June 13, 2008 and it is the belief of BGI that the fundamentals of the business have not changed materially since that time. Waste's strong preliminary earnings report on July 14, 2008 is only confirmation of current industry conditions.

-- BGI views the Waste proposal as hastily made, lacking in strategic rationale, and designed to impede the pending transaction between Republic and Allied Waste Industries, Inc. ("Allied").

-- BGI believes the regulatory process will be arduous and risky under the Waste proposal. While any transaction involving market competitors is likely to include divestitures, the larger scale of the combined companies, local market dynamics, and the 1999 consent decree point to significant divestitures of high quality assets under Waste's proposal. BGI views this as a significant risk that will likely add delay and uncertainty to the transaction.

-- The preliminary cost synergies proffered by Waste do not exceed those anticipated under Republic's current stated strategic course of action and also lack sufficient clarity. Given the significantly larger scale and additional risks of a potential transaction with Waste, BGI believes that the Waste proposal carries a high synergistic hurdle.

-- It is the opinion of BGI that there is significant risk to the Waste proposal with regard to financing an all-cash deal, especially given current market conditions. This could lead to delay, uncertainty, or an inability to complete the transaction. BGI further believes that there is significant risk that the combined entity will not be able to sustain an investment grade credit rating.

-- BGI believes that Republic has the best management team in the industry and is confident in management's stated course of action, which promises to retain key management personnel from Republic in their present positions, including CEO James O'Connor and CFO Tod Holmes.

-- While BGI appreciates the extraordinary strides that Waste has made in recent years under CEO David Steiner from the business issues it faced earlier in the decade, BGI believes that Waste still has a long road to travel towards reaching best execution. As a result, BGI believes that this negatively reflects on Waste's ability to integrate and manage a transaction of this magnitude and steward the well-run business of Republic.

-- As a long-term shareholder of Republic, BGI believes that superior value for Republic's shareholders will be realized through the continued pursuit and eventual completion of the strategic course of action previously agreed to between Republic and Allied. Similarly, BGI believes that Waste shareholders will be best served in the long run by Waste continuing to focus on improving its existing operations.[SM]

Allied Waste Industries, Inc. (NYSE: AW) provided the following statement regarding the determination by the Board of Directors of Republic Services, Inc. (NYSE: RSG) that the Waste Management Inc. proposal announced on July 14 does not constitute, and could not reasonably be expected to lead to, a transaction that is more favorable to Republic stockholders than the definitive merger agreement in place between Republic and Allied:

"We are pleased that the Board of Directors of Republic Services has reaffirmed its commitment to the pending Allied-Republic merger, recognizing that it represents the best opportunity to create significant long-term value for our respective shareholders.

"Allied and Republic share a common vision and our combined resources will create a formidable competitor to Waste Management in the waste and environmental services industry. Together, we will have a strong national footprint, a higher revenue growth profile and significantly higher operating margins than Waste Management. Our combined company will possess an investment grade balance sheet, and the transaction will provide a cash yield to both sets of shareholders.

"Allied is also gratified that Republic's Board, in evaluating Waste Management's proposal, recognized the extraordinary execution risks inherent to it. A hypothetical Waste Management-Republic combination would encounter more and greater objections from federal and state regulators than our pending transaction. Waste Management's and Republic's operations substantially overlap. This overlap significantly exceeds that of Allied's and Republic's operations, making the competitive issues of the hypothetical Waste Management transaction larger, more numerous and more difficult to remedy. Regulators also could question whether the massive piecemeal dismemberment of Republic would be an acceptable remedy under the circumstances, and the process of identifying and evaluating any potential remedies would be protracted and complex. There could be no assurance of an acceptable outcome by 'early 2009' -- the date Waste Management claimed their proposed transaction could close -- if at all.

"Finally, Waste Management's proposal lacked a financing commitment and was further burdened by a closing condition regarding the maintenance of that company's investment grade status, which Moody's subsequently indicated it would be unlikely to achieve.

"We look forward to working together with Republic's management to complete this transaction according to the schedule we have outlined. In a joint effort, we have invested considerable time and resources in analyzing, planning, and achieving material progress in working with federal regulators. We are now on the threshold of the next phase of the Hart Scott Rodino regulatory review with an expectation of achieving regulatory clearance within 45-60 days and completing the merger by the fourth quarter of 2008. In addition, we expect to file our joint proxy statement promptly."[SM]

Waste Management, Inc. (NYSE: WMI) today issued the following statement in response to the announcement by Republic Services, Inc. (NYSE: RSG) that its Board rejected Waste Management's $34.00 per share all-cash proposal.

"We are disappointed in the Republic Board of Directors' unwillingness to consider Waste Management's proposal as one that could reasonably be expected to lead to a superior proposal. Waste Management's Board and management team are well advised and will evaluate the Company's options."

Waste Management, Inc. provides integrated waste services in the United States and internationally.

VeriChip Corporation (NASDAQ: CHIP) today announced it has completed the sale of its wholly-owned Canadian subsidiary, Xmark Corporation, to Stanley Canada Corporation, a wholly-owned subsidiary of The Stanley Works for $47.9 million in cash. The consideration consists of a $45 million purchase price plus a balance sheet adjustment of $2.9 million.

Under the terms of the agreement, VeriChip will use the proceeds of the sale of Xmark to retire all of the Company's outstanding debt. The Company expects to realize net proceeds, after retiring its outstanding debt, paying transaction related costs, and other contractual commitments, of approximately $24.8 million.
According to the agreement, $4.5 million of the proceeds will be held in escrow for a period of 12 months. The Company intends to fund a special dividend to stockholders currently estimated to be at least $15 million.

VeriChip Corporation develops, markets, and sells radio frequency identification systems (RFID) to identify, locate, and protect people and assets in the healthcare market in the United States, Canada, and internationally.

The Washington Post Company (NYSE: WPO) has reached an agreement with NBC Universal to acquire WTVJ, the NBC-owned and operated television station in Miami, FL. The purchase is expected to be completed by the end of 2008.

Terms of the agreement were not disclosed.

The Washington Post Company, together with its subsidiaries, operates as a diversified media and education company in the United States and internationally.