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Waste Management To Acquire Advanced Disposal In $4.9 Bln Cash Deal

Environmental solutions company Waste Management, Inc. (WM) agreed Monday to acquire all outstanding shares of peer Advanced Disposal Services, Inc. (ADSW) for $33.15 per share in cash, representing a total enterprise value of $4.9 billion, including about $1.9 billion of Advanced Disposal's net debt.

The per share price represents a premium of 22.1% to Advanced Disposal's closing share price as of April 12, 2019, the last trading day prior to today's announcement.

This acquisition adds complementary assets and customer base in the eastern U.S. to Waste Management and grows its footprint and allows it to deliver to Advanced Disposal customers' unparalleled access to differentiated, sustainable waste management and recycling services.

Advanced Disposal's solid waste network includes 94 collection operations, 73 transfer stations, 41 landfills, and 22 owned or operated recycling facilities.

The acquisition advances Waste Management's growth strategy and aligns with its financial goals, including growth in earnings per share, margins, and cash flow. It is expected to be immediately accretive to Waste Management's earnings and cash flow.

The transaction is not subject to a financing condition. Waste Management intends to finance the transaction using a combination of bank debt and senior notes.

The transaction, unanimously approved by the boards of directors of both companies, is expected to close by the first quarter of 2020, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by a majority of the holders of Advanced Disposal's outstanding common shares.

In connection with the definitive agreement, Canada Pension Plan Investment Board, which owns approximately 19% of Advanced Disposal's outstanding shares, has, under the terms of a voting agreement, agreed to vote its shares in favor of the transaction.

Both Waste Management and Advanced Disposal remain confident in the strength of their businesses and expect to achieve previously announced full-year guidance, excluding transaction-related considerations.

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