Waste Connections Stockholders Approve Merger With Progressive Waste Solutions

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May 26, 2016, 04:05 ET

THE WOODLANDS, Texas, May 26, 2016 /PRNewswire/ -- Waste Connections, Inc. (NYSE: WCN) announced that its stockholders have approved the previously announced merger agreement with Progressive Waste Solutions Ltd. ("Progressive") at the special meeting of Waste Connections stockholders held today.

The proposal to approve the merger agreement received support from more than 99% of the votes cast. Upon completion of the merger, Waste Connections stockholders will receive 2.076843 Progressive common shares for each share of Waste Connections common stock. Immediately after completion of the merger, Progressive intends to effect a consolidation (i.e., a reverse stock split under Canadian law) whereby every 2.076843 Progressive common shares will be converted into one Progressive common share. After taking into account the effects of the merger and the consolidation, Waste Connections stockholders will receive one post-consolidation common share of Progressive for each share of Waste Connections common stock.

The merger is subject to certain additional customary closing conditions. Waste Connections continues to expect the merger to be completed in the second quarter of 2016. Upon completion of the merger, Waste Connections stockholders will own approximately 70% of the combined company and Progressive shareholders will own approximately 30% of the combined company. The combined company will use the Waste Connections name and its shares are expected to trade on the New York Stock Exchange and on the Toronto Stock Exchange under the symbol "WCN."

About Waste Connections
Waste Connections, Inc. is an integrated solid waste services company that provides waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets. Through its R360 Environmental Solutions subsidiary, Waste Connections is also a leading provider of non-hazardous oilfield waste treatment, recovery and disposal services in several of the most active natural resource producing areas in the United States, including the Permian, Bakken and Eagle Ford Basins. Waste Connections serves more than two million residential, commercial, industrial, and exploration and production customers from a network of operations in 32 states. Waste Connections also provides intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in The Woodlands, Texas.

For more information, visit the Waste Connections web site at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections website or through contacting us directly at (832) 442-2200.

Safe Harbor and Forward-Looking Information
This press release includes forward-looking statements regarding our merger with Progressive (which includes "forward-looking information" within the meaning of applicable Canadian securities laws). These forward-looking statements are not based on historical facts but instead reflect Progressive's or Waste Connections' respective management's expectations, estimates or projections concerning future results or events. These forward-looking statements are often identified by the words "may," "might," "believes," "thinks," "anticipates," "plans," "expects," "intends" or similar expressions and include statements regarding expectations regarding whether the transaction, including the merger, the issuance of the merger consideration and the proposed share consolidation of Progressive, will be consummated, including whether conditions to the consummation of the transaction will be satisfied, or the timing for completing the transaction. Although Waste Connections believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the following: the ability to consummate the proposed transaction; the satisfaction of the conditions to the consummation of the transactions on the proposed terms and schedule; changes in general economic, business and political conditions, including changes in the financial markets; and changes in applicable laws and regulations and interpretations of laws and regulations. These forward-looking statements may be affected by risks and uncertainties in the business of Waste Connections and Progressive and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Waste Connections and Progressive with the U.S. Securities and Exchange Commission, including Waste Connections' current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K for the year ended December 31, 2015, and Progressive's reports on Form 6-K and its year-end report for the year ended December 31, 2015, as well as in Progressive's filings with the Canadian securities regulators. Waste Connections and Progressive wish to caution readers that certain important factors may have affected and could in the future affect their actual results and could cause their actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of Waste Connections or Progressive. Waste Connections does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date hereof, except as may be specifically required by applicable securities laws.

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