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8-K - FORM 8-K - WASTE SERVICES, INC. | g21527e8vk.htm |
Exhibit 99.1
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IESI-BFC AND WASTE SERVICES COMPLETE DUE DILIGENCE AND
RECEIVE FAIRNESS OPINIONS FOR PROPOSED TRANSACTION
RECEIVE FAIRNESS OPINIONS FOR PROPOSED TRANSACTION
Toronto and Burlington, Ontario December 10, 2009 IESI-BFC Ltd. (NYSE, TSX: BIN) and Waste
Services, Inc. (NASDAQ: WSII) today announced that each company has completed its respective due
diligence review to its satisfaction and that the Board of Directors of each company has received a
fairness opinion from their respective financial advisors with respect to their proposed
combination announced on November 11, 2009.
The merger agreement between the parties provides for termination rights if either party identifies
material issues during its due diligence review or is unable to obtain a fairness opinion, in each
case within 30 days after entering into the merger agreement. These termination rights are no
longer applicable since the fairness opinions have been received and the parties have completed
their due diligence reviews to their satisfaction. .
IESI-BFC received its fairness opinion from J.P. Morgan Securities Inc. and Waste Services received
its fairness opinion from CIBC World Markets.
With the satisfactory completion of due diligence and the receipt of fairness opinions, the
companies continue to work towards closing the transaction in the first calendar quarter of 2010,
subject to various closing conditions, including WSI shareholder approval and approvals by
antitrust and other regulatory authorities.
About IESI-BFC Ltd.
IESI-BFC Ltd. is one of North Americas largest full-service waste management companies, providing
non-hazardous solid waste collection and landfill disposal services to commercial, industrial,
municipal and residential customers in ten states and the District of the Columbia in the U.S., and
five Canadian provinces. Its two brands, IESI and BFI Canada, are leaders in their markets and
serve over 1.8 million customers with vertically integrated collection and disposal assets.
IESI-BFCs shares are listed on the New York and Toronto Stock Exchanges under the symbol BIN. To
find out more about IESI-BFC, visit our website at www.iesi-bfc.com.
About Waste Services, Inc.
Waste Services, Inc. is a multi-regional, integrated solid waste services company that provides
collection, transfer, disposal and recycling services in the U.S. and Canada. Waste Services is
the second largest vertically integrated disposal company in the State of Florida, where it has 10
collection operations, nine transfer stations, seven recycling facilities and three landfills.
Waste Services shares are listed on NASDAQ under the symbol WSII. To find out more about WSI,
visit its website at www.wasteservicesinc.com.
Forward-Looking Statements
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This communication includes forward-looking statements within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of 1995 and applicable
Canadian securities legislation. Words such as expect, estimate, project, budget,
forecast, anticipate, intend, plan, may, will, could, should, believes,
predicts, potential, continue, and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements may include, without limitation, Waste
Services, Inc.s and IESI-BFC Ltd.s expectations with respect to the synergies, efficiencies,
overhead savings, costs and charges and capitalization, anticipated financial impacts of the
transaction; approval of the transaction by stockholders; the satisfaction of the closing
conditions to the transaction; and the timing of the completion of the transaction.
These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these factors are outside
our control and difficult to predict. The following factors, among others, could cause or
contribute to such material differences: the ability to obtain the approval of the transaction by
Waste Services, Inc. stockholders; the ability to realize the expected synergies resulting for the
transaction in the amounts or in the timeframe anticipated; the ability to integrate Waste
Services, Inc.s businesses into those of IESI-BFC Ltd. in a timely and cost-efficient manner; and
the ability to obtain governmental approvals of the transaction or to satisfy other conditions to
the transaction on the proposed terms and timeframe. Additional factors that could cause IESI-BFC
Ltd.s and Waste Services, Inc.s results to differ materially from those described in the
forward-looking statements can be found in the 2008 Annual Report on Form 10-K for Waste Services,
Inc. and the Registration Statement on Form F-10, as amended, of IESI-BFC Ltd. filed with the
Securities and Exchange Commission (the SEC) and available at the SECs Internet web site
(www.sec.gov). Waste Services, Inc. cautions that the foregoing list of factors is not exclusive.
All subsequent written and oral forward-looking statements concerning Waste Services, Inc.,
IESI-BFC Ltd., the transaction or other matters and attributable to Waste Services, Inc. or
IESI-BFC Ltd. or any person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Waste Services, Inc. and IESI-BFC Ltd. do not undertake any obligation
to update any forward-looking statement, whether written or oral, relating to the matters discussed
in this communication, except as required by law.
Additional Information About the Transaction and Where to Find It
In connection with the proposed transaction, IESI-BFC Ltd. will file with the SEC a Registration
Statement on Form F-4 that will include a proxy statement of Waste Services, Inc. and that also
constitutes a prospectus of IESI-BFC Ltd. Waste Services, Inc. will mail the proxy
statement/prospectus to its stockholders. Waste Services, Inc. and IESI-BFC Ltd. urge
investors and security holders to read the proxy statement/prospectus, including any amendments
thereto and any other information filed with the SEC, regarding the proposed transaction when such
filings become available because they will contain important information. You may obtain
copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs
website (www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, when
available, without charge, from IESI-BFC Ltd.s website (www.iesi-bfc.com) or from Waste Services,
Inc.s website (www.wasteservicesinc.com) or by directing a request to IESI-BFC Ltd., 135 Queens
Plate Drive, Suite 300, Toronto, Ontario, Canada M9W 6V1, Attention: Investor Relations, (416)
401-7729, or to Waste Services, Inc., Shareholder Relations, 1122 International Blvd., Suite 601,
Burlington, Ontario, Canada L7L 6Z8, (905) 319-1237.
Proxy Solicitation
IESI-BFC, Ltd., Waste Services, Inc., their respective directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding IESI-BFC Ltd.s directors and executive officers is available in
its Registration Statement on Form F-10, which was filed with the
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SEC on May 14, 2009. Information regarding Waste Services, Inc.s directors and executive officers
is available in its Annual Report on Form 10-K for the year ended December 31, 2008, which was
filed with the SEC on February 26, 2009, and its 2009 definitive proxy statement for its most
recent annual meeting, which was filed on the SECs internet website (www.sec.gov) on April 29,
2009. Other information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available. You may obtain free copies of these documents from Waste Services, Inc.
and IESI-BFC Ltd. using the contact information above.
Contacts for IESI-BFC Ltd.
Andrea Rudnick
Vice President, Corporate Development and Communications
Tel: (416) 401-7750
andrea.rudnick@bficanada.com
Vice President, Corporate Development and Communications
Tel: (416) 401-7750
andrea.rudnick@bficanada.com
Chaya Cooperberg
Director, Investor Relations and Corporate Communications
Tel: (416) 401-7729
chaya.cooperberg@bficanada.com
Director, Investor Relations and Corporate Communications
Tel: (416) 401-7729
chaya.cooperberg@bficanada.com
Contacts for Waste Services, Inc.
Ed Johnson
Executive Vice President and Chief Financial Officer
Tel: (905) 319-1237
ejohnson@wsii.us
Executive Vice President and Chief Financial Officer
Tel: (905) 319-1237
ejohnson@wsii.us
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