Waste Industries accepts agreement
to go private
Waste Industries USA, Inc. announced that it has
entered into a definitive merger agreement with an investor group led by
Lonnie C. Poole, Jr., the Company’s founder and chairman, and Jim W.
Perry, the Company’s president and chief executive officer, and financial
partners Macquarie Infrastructure Partners and Goldman Sachs, in which the
investor group will acquire all outstanding shares of Waste Industries that
the investor group does not already own for $38.00 per share in cash. The
total equity value of the transaction, including the investment to be made
by the investor group, is valued at approximately $544 million.
Waste Industries received the investor group’s original going private
offer on October 22, 2007. Following extensive negotiations, during which
the price was increased from $36.75 per share to $38.00, the Special Committee
of the independent directors of Waste Industries, advised by independent
financial and legal advisors, determined that the transaction is fair to
Waste Industries and its public shareholders. Based on the recommendation
of the Special Committee, Waste Industries’ Board approved the transaction.
The price of $38.00 per share represents a 33% premium
to Waste Industries’ closing
price of $28.47 on the last trading day prior to the communication of the
October 22 offer to Nasdaq.
The transaction is expected to close during the first half
of 2008 and is subject to the approval of the shareholders of Waste Industries,
certain regulatory approvals and other customary closing conditions.