IESI-BFC to acquire Waste Services
Merger will create the third largest waste company

IESI-BFC Ltd. and Waste Services, Inc. (WSI) announced that their boards of directors have approved a definitive merger agreement that creates North America’s third largest solid waste management company with expected pro forma annual revenues of nearly $1.5 billion.

The combined company, to be headquartered in Toronto, will have more than 6,000 employees serving commercial, industrial and residential customers in 11 states in the United States and the District of Columbia, and in 6 Canadian provinces. The transaction, which is expected to close during the first calendar quarter of 2010, is expected to generate $25 to $30 million in net pre-tax annual run rate synergies by the end of the second year following closing, and to be accretive to IESI-BFC’s earnings and free cash flow per share in the first year following closing.

Under the terms of the agreement:

•IESI-BFC will issue 27.8 million common shares to WSI shareholders, representing approximately 23 percent ownership in the combined company, assuming conversion of IESI-BFC’s participating preferred shares.

•The exchange ratio is 0.5833 common shares of IESI-BFC for each WSI common share held.

Based on the closing stock prices of both companies on November 10, 2009, this represents a premium of approximately 27 percent over the volume weighted average closing price of WSI’s shares for the previous 30 trading days of $6.10. This premium reflects a fully-diluted share count for WSI at closing of 47,660,982, which includes restricted share units vesting on change of control, as well as in-the-money options.

The acquisition will combine IESI-BFC’s and WSI’s collection, transfer, recycling and landfill businesses under a proven management team led by Keith Carrigan, IESI-BFC’s vice chairman and chief executive officer. The combined company will be diversified across United States and Canadian markets, customer segments and service lines, while maintaining a commitment to excellent customer service, environmental stewardship, and community support. The combined company will use its excess free cash flow to fund organic growth, maintain IESI-BFC’s regular quarterly dividend payments to shareholders, finance accretive strategic acquisitions and reduce debt.

“In uniting with WSI, IESI-BFC will advance to a top-three position in the North American solid waste management industry,” said Keith Carrigan, vice chairman and chief executive officer of IESI-BFC. “We will also establish a meaningful presence in the Florida market, where WSI has initiated a vertical integration strategy centered around the JED landfill, one of the most valuable solid waste assets in the state. Since 2004, WSI has made steady improvements in Florida, where it achieved an adjusted EBITDA margin of 27.2 percent in the third quarter ended September 30, 2009. By applying IESI-BFC’s operating model, strong balance sheet, and acquisition strategy centered on creating collection density for landfills, we will be able to accelerate the Florida growth strategy and margin improvement, driving incremental value for the combined company’s shareholders.”

Following completion of the transaction, Keith Carrigan will become vice-chairman and chief executive officer of the combined company.

Pursuant to the terms of the definitive agreement, WSI will have the right to nominate two members of the board of directors of the combined company. The combined company, which will be headquartered in Toronto, will trade under the symbol ‘BIN’ on the New York and Toronto Stock Exchanges.

The transaction is subject to various closing conditions, including satisfactory completion of due diligence; both companies receiving fairness opinions; WSI shareholder approval; and approvals by antitrust and other regulatory authorities.