As previously disclosed
and reported in the Current Report on Form 8-K filed on April 15, 2019 by Waste Management, Inc. (the “Company”
or “Waste Management”) with the U.S. Securities and Exchange Commission (the “SEC”), on
April 14, 2019, Waste Management, Everglades Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of
Waste Management (“Merger Sub”) and Advanced Disposal Services, Inc. (“Advanced Disposal”)
entered into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”)
pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with
and into Advanced Disposal, and Advanced Disposal will continue as the surviving company and an indirect, wholly-owned subsidiary
of Waste Management (the “Merger”).
Each of Waste Management
and Advanced Disposal filed a respective premerger notification and report with the U.S. Department of Justice (the “DOJ”)
and the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The parties
have been working cooperatively with the DOJ.
This Form 8-K is being
filed to update our prior timing expectations. As a result of, and subject to any further
effects from, the COVID-19 (coronavirus) outbreak, and subject to obtaining final regulatory approval from the DOJ (which the
Company currently anticipates receiving in the second quarter of 2020), the Company now anticipates closing the Merger mid to
late second quarter 2020.
Cautionary Note Regarding Forward-Looking
Statements
This filing contains
forward-looking statements about the Company, Advanced Disposal and the proposed acquisition, including but not limited to all
statements about the timing and approvals of the proposed acquisition, which are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “likely,” “outlook,”
“forecast,” “preliminary,” “would,” “could,” “should,” “can,”
“will,” “project,” “intend,” “plan,” “goal,” “guidance,”
“target,” “continue,” “sustain, “ “synergy,” “on track,” “believe,”
“seek,” “estimate,” “anticipate,” “may,” “possible,” “assume,”
and variations of such words and similar expressions are intended to identify such forward-looking statements. You should view
these statements with caution and should not place undue reliance on such statements. They are based on the facts and circumstances
known to the Company as of the date the statements are made. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to be materially different from those set forth in such forward-looking statements, including
but not limited to, general economic and capital markets conditions; the on-going impact of COVID-19 (coronavirus); inability
to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; inability to satisfy
other closing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of
the definitive agreement; legal proceedings that may be instituted related to the proposed acquisition; unexpected costs, charges
or expenses; failure to successfully integrate the acquisition, realize anticipated synergies or obtain the results anticipated;
and other risks and uncertainties described in the Company’s and Advanced Disposal’s filings with the SEC, including
Part I, Item 1A of each company’s most recently filed Annual Report on Form 10-K and in other documents that
the Company or Advanced Disposal file or furnish with the SEC. Except to the extent required by law, neither the Company nor Advanced
Disposal assume any obligation to update any forward-looking statement, including financial estimates and forecasts, whether as
a result of future events, circumstances or developments or otherwise.