Republic and Allied to form $20 billion company
Waste Management makes counter bid
Republic Services, Inc. and Allied Waste Industries,
Inc. have announced that their boards of directors
have unanimously approved a definitive merger agreement.
The merger would create an entity with expected pro
forma annual revenues of approximately $9 billion and
an expected total market capitalization of approximately
These numbers are daunting, and perhaps the spur that
goaded competitor Waste Management, Inc. to make an unsolicited
counter bid for Republic. The counter bid, an offer for
$6.19 billion in cash, was Waste Management’s attempt
to have a say in the ongoing negotiations, and perhaps
to prevent the emergence of a unified competitor.
A merged Allied and Republic would employ more than 35,000
people, and serve more than 13 million customers in 40
states and Puerto Rico. Before Waste Management became
involved, the proposed merger was expected to be complete
by the fourth quarter of 2008 and to generate approximately
$150 million in net annual synergies. Now, however, the
deal isn’t quite so clear.
The originally proposed merger would integrate the collection,
transfer, recycling, and disposal operations under the
management of Republic’s chairman and chief executive
officer, James E. O’Connor. It would also assemble a
growing landfill gas-to-energy portfolio and significant
untapped renewable energy resources.
Cash flows from operations are expected to be in excess
of $1.7 billion annually, much of which would be slated
for reinvestment in the business, dividend program funding,
and debt reduction.
The terms of the agreement dictate that Allied shareholders
will receive 0.45 shares of Republic common stock for
each share of Allied common stock held. The completion
of the transaction would see Republic issuing approximately
198 million shares of common stock to Allied shareholders,
or approximately 52% ownership of the combined company.
The merger agreement also allowed for Republic to enter
into discussions with a third party who offered them
a better deal. Enter Waste Management.
Waste Management’s offer initially represented a 22%
premium over Republic stock’s July 11th closing price.
But Republic’s shares have risen on the recent news,
and the original premium has fallen to approximately
The counteroffer, however, was not an idle one. Waste
Management has made provisions with Credit Suisse Securities,
LLC to make any necessary divestitures in order to maintain
compliance with its 1999 Department of Justice decree
and to stave off anti-trust inquiries. The company believed
that this could all be accomplished by early 2009.
Republic was not swayed. The offer was firmly rejected
in a letter to Waste Management, calling it opportunistic,
and asserting that it would deny Republic shareholders
the benefits that the original merger with Allied would
Shortly after Republic’s rejection of its offer, Waste
Management expressed its disappointment with the decision.
Waste Management CEO David P. Steiner noted that it was
uncertain how far his company might go in order to acquire
Republic, if indeed they decide to pursue the matter.
If the original merger of Republic and Allied goes through,
the board of directors for the combined companies would
consist of 11 members including Mr. O’Connor and five
independent directors from the current boards of each
company. The company would be based in Phoenix, Arizona.