お知らせ • Nov 04
Waste Management, Inc. (NYSE:WM) completed the acquisition of Stericycle, Inc. (NasdaqGS:SRCL) from a group of shareholders.
Waste Management, Inc. (NYSE:WM) entered into an Agreement and Plan of Merger to acquire Stericycle, Inc. (NasdaqGS:SRCL) from a group of shareholders for $5.8 billion on June 3, 2024. Under the agreement, WM will acquire all outstanding shares of Stericycle for $62.00 per share in cash, representing a total enterprise value of approximately $7.2 billion when including approximately $1.4 billion of Stericycle’s net debt. The Merger Agreement provides that, in certain circumstances, Stericycle would be required to pay Waste Management, a termination fee of $175 million and Waste Management would be required to pay Stericycle, a termination fee of $262.5 million. The transaction is not subject to a financing condition. WM intends to finance the transaction using a combination of bank debt and senior notes. As of September 10, 2024, Waste Management commenced a private offer to exchange any and all of the $500 million aggregate principal amount outstanding of the 3.875% Senior Notes due 2029 issued by Stericycle, held by eligible holders, for a series of new notes to be issued by WM. The transaction, which was unanimously approved by the boards of directors of both companies, is subject to the satisfaction of customary closing conditions, including regulatory approvals, competition bureau of Canada, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and approval by a majority of the holders of Stericycle’s outstanding common shares and expected to close as early as the fourth quarter of 2024. As of July 9, 2024, the transaction has been approved by the shareholders of Stericycle. As of September 23, 2024, Waste Management and and Stericycle received a supplementary information request (“SIR”) from the Competition Bureau of Canada (“Competition Bureau”) in connection with the Competition Bureau’s review of the proposed Merger. The SIR has the effect of extending the waiting period applicable to the consummation of the Merger under the Canadian Competition Act until 30 days after the Company and Stericycle have responded to the information requests in the SIR, unless that waiting period is terminated in less than 30 days by the Competition Bureau. As of October 30, 2024, Stericycle received requisite approval for the closing of the Merger from the Competition Bureau of Canada pursuant to the Canadian Competition Act. The transaction is expected to close on November 4, 2024.
Centerview Partners LLC is serving as exclusive financial advisor to WM, and Stephen M. Gill, Ron Tenpas, Palmina Fava, David D’Alessandro, Melissa Spohn, Matt Dobbins, Becky Baker, John Lynch, Lina Dimachkieh, Peter Rogers, Dave Wicklund, Zach Banks, Jamie Leader, Prentiss Cutshaw, Ken Adler, Rajesh Patel, Michael Kurzer and Douglas E. McWilliams of Vinson & Elkins L.L.P. and James Kress, Jeffrey Oliver, Christina Ryu-Naya, David Cardwell, Matthew Levitt and Sofia Doudountsaki of Baker Botts L.L.P. are serving as WM’s legal counsels. Marc Daniels, Christopher Oglesby, Brian Henderson, Gregory C. Mitsch and Kevin Brunner of BofA Securities are serving as exclusive financial advisors and provide fairness opinion to Stericycle. Stericycle has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of approximately $45 million, $2.5 million of which was payable upon delivery of BofA Securitie's opinion and the remainder of which is payable contingent upon consummation of the Merger. Bradley C. Faris, Terra Reynolds, Max Schleusener, Diana Doyle, Joshua Marnitz, Jeffrey Tochner, Joshua Holian, Héctor Armengod, Jana Dammann de Chapto, Nineveh Alkhas, Sean Berkowitz, Mark Mester, Meredith Monroe, and Kevin Jakopchek, Doug Greenburg, Drew Wisniewski, and Nicholas McQuaid, Timothy McCarten and Scott Ollivierre of Latham & Watkins LLP acted as legal advisors for Stericycle. Sylvain Dhennin and Charles Jemmett of Hogan Lovells US LLP acted as legal advisors for Waste Management. Innisfree M&A Incorporated acted as proxy solicitor to Stericycle and will receive a fee of approximately $50,000 for its services. EQ Shareowner Services acted as transfer agent to Stericycle. Gibson, Dunn & Crutcher LLP acted as legal advisor to Waste Management. Ernst & Young LLP acted as independent accountant to Waste Management. Computershare acted as transfer agent to Waste Management.
Waste Management, Inc. (NYSE:WM) completed the acquisition of Stericycle, Inc. (NasdaqGS:SRCL) from a group of shareholders on November 4, 2024. Beginning on November 4, 2024, Stericycle stock will no longer be traded on the NASDAQ.