Exchange Bulletin
Progressive Waste Solutions Ltd. (WCN) To Trade On Toronto Stock Exchange
Progressive Waste Solutions Ltd. – In anticipation of the closing on June 1, 2016 of the merger (the “Merger”) involving Progressive Waste Solutions Ltd. (Symbol: BIN) (“Progressive”) and Waste Connections, Inc. (“Old Waste Connections”), a New York Stock Exchange listed company, the common shares of Waste Connections, Inc. (“New Waste Connections”), will be listed and posted for trading on Wednesday, June 1, 2016 in the Industrial category under the trading information set out below in substitution for the currently listed common shares of Progressive. The common shares of Progressive will be halted from trading at the close on May 31, 2016 until further notice. A trader note will be issued by the Toronto Stock Exchange on June 1, 2016 confirming (i) the closing of the Merger, (ii) the time at which the common shares of New Waste Connections will commence trading and (iii) the time at which the common shares of Progressive will be delisted.
| Stock Symbol: "WCN" | CUSIP: 94106B 10 1 | Currency: CDN$ |
| Designated Market Maker: | RBC Capital Markets |
| Other Markets: | New York Stock Exchange |
Pursuant to the proposed Merger, among other things, (i) Progressive will acquire all of the outstanding shares of common stock of Old Waste Connections, (ii) the common shares of Progressive will be consolidated on a 1-for-2.076843 basis (the “Consolidation”), and (iii) the name of Progressive will be changed to New Waste Connections (the “Name Change”).
After taking into account the effects of the Merger, Consolidation and Name Change: (A) stockholders of Old Waste Connections will receive one post-Consolidation common share of New Waste Connections for each share of common stock of Old Waste Connections held; and (B) shareholders of Progressive will receive one post-Consolidation common share of New Waste Connections for every 2.076843 common shares of Progressive held.
Fractional common shares of New Waste Connections will not be issued to shareholders of Progressive in connection with the Consolidation. All fractional New Waste Connections common shares will instead be aggregated and sold in the open market by Computershare Investors Services Inc., or its nominee, in its capacity as the depositary agent for the Consolidation (the "Depositary"). Each holder of common shares of Progressive who would otherwise have been entitled to receive a fractional New Waste Connections common share in respect of the Consolidation will instead receive, in lieu thereof, cash, without interest, in an amount equal to the proceeds from such sale by the Depositary, if any, less any brokerage commissions or other fees.
It is understood Letters of Transmittal will be mailed to Progressive common shareholders on or about June 1, 2016 requesting them to return the completed Letters of Transmittal together with their certificates representing their pre-Consolidation Progressive common shares to the Depositary in Toronto in order to receive the certificates representing the consolidated common shares of New Waste Connections to which they are entitled.
Description of New Waste Connections
An application has been granted for the original listing of 182,402,863 common shares, of which 175,409,455 common shares will be issued and outstanding and 6,993,408 common shares will be reserved for issuance.
| Head Office Address: | 3 Waterway Square Place Suite 110 The Woodlands, Texas 77380 |
| Email Address: | ir@wasteconnections.com |
| Website: | www.wasteconnections.com |
| Head Office Telephone Number: | (832) 443-2200 |
| Fax Number: | (832) 442-2291 |
| Investor Relations: | Worthing F. Jackman Tel.: (832) 442-2200 Email: ir@wasteconnections.com |
| Incorporation: | On May 27, 2009, BFI Canada Ltd. amalgamated with IESI-BFC Ltd. and the amalgamated company continued under the name IESI-BFC Ltd. On May 2, 2011, IESI-BFC Ltd. amalgamated with Progressive and the amalgamated company continued under the name “Progressive Waste Solutions Ltd.”. On June 1, 2016, Progressive will amalgamate with its wholly-owned direct subsidiary, Waste Connections, Inc. and the amalgamated company will continue under the name “Waste Connections, Inc.” New Waste Connections will exist under the Business Corporations Act (Ontario) (“OBCA”). |
| Fiscal Year End: | December 31 |
| Chief Financial Officer: | Worthing F. Jackman |
| Corporate Secretary: | Patrick J. Shea |
| Nature of Business: | Progressive is one of North America’s largest full-service waste management companies, providing waste collection, recycling and disposal services to commercial, industrial, municipal and residential customers in 14 U.S. states, the District of Columbia and in six Canadian provinces. Old Waste Connections is the premier provider of municipal solid waste services in mostly secondary and exclusive markets across the U.S. and is a leading provider of exploration and production (E&P) waste treatment, recovery and disposal services in the U.S. New Waste Connections will carry on the combined businesses of Progressive and Old Waste Connections and will be governed by the OBCA. |
| Transfer Agent & Registrar: | Computershare Investor Services Inc. at its principal office in Toronto. |
| Dividends: | It is anticipated that, following the completion of the Merger, New Waste Connections will pay a quarterly dividend on the common shares in the amount of US$0.145 per common share. Any future dividends by New Waste Connections will be declared and paid at the discretion of the corporation’s board of directors. There can be no assurance that any future dividends will be declared or paid by New Waste Connections or as to the amount or timing of those dividends, if any. |
