IESI-BFC (BIN) And Waste Services (WSII) Announce Merger Agreement

November 11, 2009 7:22 AM EST

IESI-BFC Ltd. (NYSE: BIN) and Waste Services, Inc. (NASDAQ: WSII) today announced that their respective boards of directors have each approved a definitive merger agreement that establishes North America's third largest solid waste management company with expected pro forma annual revenues of nearly $1.5 billion. The combined company, to be headquartered in Toronto, will have more than 6,000 employees serving commercial, industrial and residential customers in 11 U.S. states and the District of Columbia, and in six Canadian provinces. The transaction, which is expected to close during the first calendar quarter of 2010, is expected to generate $25-$30 million in net pre-tax annual run rate synergies by the end of the second year following closing, and to be accretive to IESI-BFC's earnings and free cash flow per share in the first year following closing.

Under the terms of the agreement:

• IESI-BFC will issue 27.8 million common shares to WSI shareholders, representing approximately 23% ownership in the combined company, assuming conversion of IESI-BFC's Participating Preferred Shares.
  
  
• The exchange ratio is 0.5833 common shares of IESI-BFC for each WSI common share held.

Based on the closing stock prices of both companies on Tuesday, November 10, 2009, this represents a premium of approximately 27% over the volume weighted average closing price of WSI's shares for the previous 30 trading days of $6.10. This premium reflects a fully-diluted share count for WSI at closing of 47,660,982, which includes restricted share units vesting on change of control, as well as in-the-money options.

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