PONTE VEDRA, Fla., May 7, 2019 /PRNewswire/ -- The Board of
Directors of Advanced Disposal Services, Inc. (NYSE: ADSW) (d/b/a
Advanced Disposal) has postponed the 2019 Annual Meeting of
Stockholders given Advanced Disposal's proposed merger with a
subsidiary of Waste Management, Inc. ("Waste Management"), which
was previously announced through a joint press release issued with
Waste Management on April 15,
2019.
The 2019 Annual Meeting of Stockholders was scheduled to be
held on May 22, 2019.
About Advanced Disposal
Advanced Disposal (NYSE: ADSW) brings fresh ideas and solutions to
the business of a clean environment. We provide integrated,
non-hazardous solid waste collection, recycling and disposal
services to residential, commercial, industrial and construction
customers across 16 states and the Bahamas. Our team is dedicated to finding
effective, sustainable solutions to preserve the environment for
future generations. We welcome you to learn more at
AdvancedDisposal.com or follow us on Facebook.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements within
the meaning of the U.S. federal securities laws. All statements
other than statements of historical facts in this document,
including, without limitation, those regarding our business
strategy, financial position, results of operations, plans,
prospects and objectives of management for future operations
(including development plans and objectives relating to our
activities), are forward-looking statements. Many, but not all, of
these statements can be found by looking for words like "expect,"
"anticipate," "goal," "project," "plan," "believe," "seek," "will,"
"may," "forecast," "estimate," "intend," "future" and similar
words. Statements that address activities, events or developments
that we intend, expect or believe may occur in the future are
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and section 21E of the
Securities Exchange Act of 1934, as amended and are subject to safe
harbor created by those sections. Forward-looking statements do not
guarantee future performance and may involve risks, uncertainties
and other factors which could cause our actual results, performance
or achievements to differ materially from the future results,
performance or achievements expressed or implied in those
forward-looking statements.
There are a number of risks, uncertainties and other important
factors, many of which are beyond our control, which could cause
actual results to differ materially from the forward-looking
statements contained in this press release. Such risks,
uncertainties and factors include those set forth under the heading
Risk Factors in our most recent Annual Report on Form 10-K and any
subsequent Quarterly Reports on Form 10-Q filed with the Securities
and Exchange Commission ("SEC").
Examples of these risks, uncertainties and other factors
include, but are not limited to:
- our ability to achieve future profitability will depend on us
executing our strategy and controlling costs;
- future results may be impacted by the expiration of net
operating losses (NOLs);
- our tax position may be affected by recent changes in U.S. tax
law;
- Operating in a highly competitive industry and the inability to
compete effectively with larger and better capitalized companies
and governmental service providers;
- our results are vulnerable to economic conditions;
- we may lose contracts through competitive bidding, early
termination or governmental action;
- some of our customers, including governmental entities, have
suffered financial difficulties affecting their credit risk, which
could negatively impact our operating results;
- our financial and operating performance may be affected by the
inability, in some instances, to renew or expand existing landfill
permits or acquire new landfills. Further, the cost of operation
and/or future construction of our existing landfills may become
economically unfeasible causing us to abandon or cease
operations;
- we could be precluded from maintaining permits or entering into
certain contracts if we are unable to obtain sufficient third-party
financial assurance or adequate insurance coverage;
- our accruals for our landfill site closure, post-closure and
contamination related costs may be inadequate;
- our cash flow may not be sufficient to finance our high level
of capital expenditures;
- our acquisitions, including our ability to integrate acquired
businesses, or that acquired businesses may have unexpected risks
or liabilities;
- the seasonal nature of our business and "event-driven" waste
projects that could cause our results to fluctuate;
- adverse and destructive weather conditions that could result in
higher fuel costs, higher labor costs, reduced municipal contract
productivity and higher disposal costs;
- we may be subject in the normal course of business to judicial,
administrative or other third-party proceedings that could
interrupt or limit our operations, result in adverse judgments,
settlements or fines and create negative publicity;
- fuel supply and prices may fluctuate significantly and we may
not be able to pass on cost increases to our customers;
- fluctuations in the prices of commodities may adversely affect
our financial condition, results of operations and cash flows;
- increases in labor and disposal costs and related
transportation costs could adversely impact our financial
results;
- efforts by labor unions could divert management attention and
adversely affect operating results;
- we depend significantly on the services of the members of our
senior, regional and local management teams, and the departure of
any of those persons could cause our operating results to
suffer;
- we are increasingly dependent on technology in our operations
and, if our technology fails, our business could be adversely
affected;
- a cybersecurity incident could negatively impact our business
and our relationships with customers;
- operational and safety risks, including the risk of personal
injury to employees and others;
- we are subject to substantial governmental regulation and
failure to comply with these requirements, as well as enforcement
actions and litigation arising from an actual or perceived breach
of such requirements, could subject us to fines, penalties and
judgments, and impose limits on our ability to operate and
expand;
- our operations being subject to environmental, health and
safety laws and regulations, as well as contractual obligations
that may result in significant liabilities;
- future changes in laws or renewed enforcement of laws
regulating the flow of solid waste in interstate commerce could
adversely affect our operating results;
- fundamental change in the waste management industry as
traditional waste streams are increasingly viewed as renewable
resources and changes in laws and environmental policies may limit
the items that enter the waste stream, any of which may adversely
impact volumes and tipping fees at our landfills. Alternatives to
landfill disposal may cause our revenues and operating results to
decline;
- risks associated with our substantial indebtedness and working
capital deficit;
- risks associated with our ability to implement our growth
strategy as and when planned; and
- the other risks described in the "Risk Factors" section of our
2018 Annual Report on Form 10-K and any subsequent Quarterly
Reports on Form 10-Q.
In addition, actual results may vary materially from those
expressed or implied by forward-looking statements based on a
number of factors related to the pending acquisition of Advanced
Disposal, including, without limitation (1) risks related to the
consummation of the merger, including the risks that (a) the merger
may not be consummated within the anticipated time period, or at
all, (b) the parties may fail to obtain stockholder approval of the
merger agreement, (c) the parties may fail to secure the
termination or expiration of any waiting period applicable under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and (d) other conditions to the consummation of the merger
under the merger agreement may not be satisfied; (2) the effects
that any termination of the merger agreement may have on Advanced
Disposal or its business, including the risks that (a) Advanced
Disposal's stock price may decline significantly if the merger is
not completed, (b) the merger agreement may be terminated in
circumstances requiring Advanced Disposal to pay Waste Management a
termination fee, or (c) the circumstances of the termination,
including the possible imposition of a 12-month tail period during
which the termination fee could be payable upon certain subsequent
transactions, may have a chilling effect on alternatives to the
merger; (3) the effects that the announcement or pendency of the
merger may have on Advanced Disposal and its business, including
the risks that as a result (a) Advanced Disposal's business,
operating results or stock price may suffer, (b) Advanced
Disposal's current plans and operations may be disrupted, (c)
Advanced Disposal's ability to retain or recruit key employees may
be adversely affected, (d) Advanced Disposal's business
relationships (including, customers and suppliers) may be adversely
affected, or (e) Advanced Disposal's management's or employees'
attention may be diverted from other important matters; (4) the
effect of limitations that the merger agreement places on Advanced
Disposal's ability to operate its business, return capital to
stockholders or engage in alternative transactions; (5) the nature,
cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger
and instituted against Advanced Disposal and others; (6) the
risk that the merger and related transactions may involve
unexpected costs, liabilities or delays; and (7) other economic,
business, competitive, legal, regulatory, and/or tax factors.
The above examples are not exhaustive and new risks may emerge
from time to time. Except as required by law, we undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Such forward-looking statements are based on our
current beliefs, assumptions, expectations, estimates and
projections regarding our present and future business strategies
and the environment in which we will operate in the future. These
forward-looking statements speak only as of the date of this press
release. We expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in our
expectations with regard thereto or any change of events,
conditions or circumstances on which any such statement was
based.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed merger between a
subsidiary of Waste Management and Advanced Disposal. In connection
with the proposed transaction, Advanced Disposal plans to file a
proxy statement with the SEC. STOCKHOLDERS OF ADVANCED DISPOSAL ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
PROPOSED TRANSACTION THAT ADVANCED DISPOSAL WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Stockholders and investors will be able to
obtain free copies of the proxy statement and other relevant
materials (when they become available) and other documents filed by
Advanced Disposal at the SEC's website at www.sec.gov. Copies of
the proxy statement (when they become available) and the filings
that will be incorporated by reference therein may also be
obtained, without charge, by contacting Advanced Disposal's
Investor Relations at matthew.nelson@advanceddisposal.com or (904)
737-7900.
Participants in Solicitation
Advanced Disposal and its directors, executive officers and
certain employees, may be deemed, under SEC rules, to be
participants in the solicitation of proxies in respect of the
proposed merger. Information regarding Advanced Disposal's
directors and executive officers is available in its proxy
statement filed with the SEC on April 3,
2019. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC (when they become available). These documents can be
obtained free of charge from the sources indicated above.
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SOURCE Advanced Disposal Services, Inc.