속보 • May 16
ISS and Glass Lewis Back SECURE Waste Infrastructure Shareholder Approval of GFL Deal Institutional Shareholder Services (ISS) and Glass Lewis have both recommended that SECURE Waste Infrastructure shareholders vote "FOR" the proposed transaction with GFL Environmental Inc.
The proposed deal, unanimously approved by SECURE’s Board and Special Committee, would see GFL acquire all issued SECURE common shares through a mix of subordinate voting shares and cash.
Shareholders have until May 25, 2026, to cast their votes on a transaction the company describes as offering a premium valuation with immediate cash value and ongoing participation in the combined business.
The dual endorsement from ISS and Glass Lewis adds external support to the board’s unanimous approval and may influence how many institutional and retail investors approach the upcoming vote.
You may want to review the mix of cash and GFL shares on offer, as well as your preferred exposure to the combined company, before deciding how to vote ahead of the May 25 deadline. 공시 • Apr 22
Abrams Capital Intends to Vote Against Business Arrangement On April 20, 2026, Abrams Capital Management LP announced that it may engage in discussions with other shareholders or representatives of Secure Waste Infrastructure Corp. concerning, among other things, the proposed transaction with GFL Environmental Inc., pursuant to which GFL would acquire all of the outstanding shares of Company by way of a shareholder approved and court approved plan of arrangement, and the business or strategy of Company, including potential changes to the foregoing; and/or take any other such actions with respect to Secure as Abrams Capital may from time to time deem appropriate. In addition, Abrams Capital believes Company is a uniquely well-positioned business with significant long-term potential under its current management team and does not believe that the arrangement is in the best interests of Company and its shareholders and intends to vote against it. 공시 • Apr 14
GFL Environmental Inc. (TSX:GFL) entered into a definitive agreement to acquire SECURE Waste Infrastructure Corp. (TSX:SES) from Angelo, Gordon & Co., L.P., Solus Alternative Asset Management LP and others for approximately CAD 5.5 billion. GFL Environmental Inc. (TSX:GFL) entered into a definitive agreement to acquire SECURE Waste Infrastructure Corp. (TSX:SES) from Angelo, Gordon & Co., L.P., Solus Alternative Asset Management LP and others for approximately CAD 5.5 billion on April 13, 2026. Pursuant to which GFL has agreed to acquire all of the issued and outstanding common shares of SECURE for CAD 24.75 per SECURE common share, representing an enterprise value of approximately CAD 6.4 billion (the "Transaction"). The purchase price of CAD 24.75 per SECURE common share represents a premium of 23% to the volume weighted average price of the common shares of SECURE for the 60 trading days ending April 10, 2026. Under the terms of the Transaction, SECURE common shareholders will receive, at their election, (i) CAD 24.75 in cash, (ii) 0.4195 of a GFL subordinate voting share or (iii) a combination of CAD 4.95 in cash and 0.3356 of a GFL subordinate voting share, for each SECURE common share held, subject to pro-ration, based on a maximum amount of GFL subordinate voting shares and maximum amount of cash as set out in the plan of arrangement, such that the aggregate consideration paid to SECURE common shareholders will consist of 80% GFL subordinate voting shares and 20% cash. GFL has obtained fully committed financing for the Transaction through a bridge facility which can be used, together with cash on hand and capacity under its revolving credit facility, to fund the cash component of the Transaction. SECURE has also granted GFL a right-to-match any superior proposal and will pay a termination fee of CAD 200 million to GFL if the Arrangement Agreement is terminated in certain circumstances. GFL has agreed to pay an expense reimbursement fee of up to CAD 20 million to SECURE if the Arrangement Agreement is terminated in certain circumstances. Following completion of the Transaction, it is expected that the SECURE common shares will be delisted from the TSX and SECURE will cease to be a reporting issuer under Canadian securities laws.
The Transaction is expected to close in the second half of 2026, subject to the satisfaction of customary closing conditions, including court approval, regulatory approvals and approval by SECURE shareholders. The Transaction has been unanimously approved by the Board of Directors of both companies. Angelo, Gordon & Co. LP and Solus Alternative Asset Management LP, which collectively own approximately 20% of the issued and outstanding SECURE common shares, together with the directors and senior officers of SECURE who collectively own approximately 2% of the issued and outstanding SECURE common shares, have entered into customary voting and support agreements pursuant to which they have agreed to vote all of their SECURE common shares in favor of the Transaction at a special meeting of shareholders which is expected to be held in late May 2026. In connection with the Transaction, the SECURE Board established a special committee (the "Special Committee"), comprised entirely of independent directors, to, among other matters, review the terms of the Transaction and consider potential alternatives available to SECURE. The acquired assets coupled with SECURE's strong operating margins and lower maintenance capital intensity are expected to increase Adjusted EBITDA margin(1) to 31.6% and Adjusted Free Cash Flow conversion to between 40.5% and 42.5%. The transaction is also expected to be immediately accretive to Adjusted Free Cash Flow per share by 12% to 15%. Our significantly enhanced scale following the acquisition will allow us to materially increase our capital deployment capacity while maintaining our targeted year end Net Leverage in the low-to-mid 3s. Additionally, the transaction increases GFL's float weighted market capitalization.
Barclays is acting as financial advisor to GFL and Stikeman Elliott LLP is acting as legal counsel to GFL in connection with the Transaction. Moelis & Company LLC and RBC Capital Markets are acting as financial advisors to SECURE. McCarthy Tétrault LLP is acting as lead Canadian legal counsel to SECURE in connection with the Transaction, with Bennett Jones LLP acting as Canadian competition counsel to SECURE. RBC Capital Markets provided a verbal independent fairness opinion to the SECURE Board and ATB Cormark Capital Markets provided a verbal independent fairness opinion to the Special Committee. Board Change • Apr 01
Insufficient new directors There is 1 new director who has joined the board in the last 3 years. The company's board is composed of: 1 new director. 6 experienced directors. 1 highly experienced director. President, CEO & Director Allen Gransch was the last director to join the board, commencing their role in 2024. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Declared Dividend • Mar 20
Fourth quarter dividend increased to CA$0.10 Dividend of CA$0.10 is 5.0% higher than last year. Ex-date: 1st April 2026 Payment date: 15th April 2026 Dividend yield will be 1.8%, which is lower than the industry average of 5.4%. Sustainability & Growth Dividend is covered by earnings (73% earnings payout ratio) but not covered by cash flows (182% cash payout ratio). The dividend has increased by an average of 5.2% per year over the past 10 years and has been stable with no material reductions to payments, indicating a long track record of dividend growth and stability. EPS is expected to grow by 98% over the next 3 years, which should provide support to the dividend and adequate earnings cover. 공시 • Mar 18
SECURE Waste Infrastructure Corp. Declares Quarterly Dividend, Payable on or About April 15, 2026 SECURE Waste Infrastructure Corp. announced that its Board of Directors has declared a quarterly dividend of $0.105 per common share payable on or about April 15, 2026, to shareholders of record on April 1, 2026. The declared dividend reflects the previously announced 5% increase to SECURE's quarterly dividend, raising the rate from $0.10 to $0.105 per share and underscoring the Corporation's confidence in the strength and sustainability of its cash flows.