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A R Section WASTE September B The number of major companies in the solid waste industry is about to shrink – whether number three, Republic Services Inc., merges with number two, Allied Waste Industries Inc., or number one, Waste Management Inc., acquires Republic Services. Fort Lauderdale, Florida-based Republic Services, which announced merger plans with Phoenix-based Allied Waste in June, plans to complete its deal in the fourth quarter, creating a company with combined annual revenue of approximately $9 billion. Both boards have approved the allstock merger, with Allied shareholders set to receive 0.45 shares of Republic Services’ stock for each share of Allied Waste stock. Republic Services will issue 198 million shares of stock to Allied Waste’s shareholders and will end up owning 52 percent of the combined company. Houston-based Waste Management responded with a second, higher offer in August for $37 a share in cash, representing a premium of 32.6 percent premium over the closing price of Republic Services’ stock on July 11th, the day before the first proposal. Republic Services turned down both offers and reaffirmed its intent to acquire Allied Waste. “Although we are always Company posts higher revenue and increased cash from operations Waste Management, Inc. announced financial results for its second quarter ended June 30, 2008. Revenue for the second quarter of 2008 was $3.49 billion compared with $3.36 billion in the year ago period, an increase of 3.9%. Net income for the quarter was $318 million, cognizant of our fiduciary duties, Republic Services has not put itself up for sale as a result of entering into a strategic merger with Allied Waste,” says Will Flower, vice president of communications at Republic Services. “Republic Services continues to believe that the merger between Republic Services and Allied Waste will create significant value generating opportuni- or $0.64 per diluted share, compared with $338 million, or $0.64 per diluted share, in the prior year period. The Company noted several items that impacted the results in the 2007 and 2008 second quarters. Results in the second quarter of 2008 included a net $0.01 per diluted share benefit from income tax items. Results in the second quarter of 2007 included a combined benefit of $0.08 per diluted share, consisting of $0.05 per diluted share from income tax items and $0.03 per diluted share from divestitures of under-performing operations. Excluding those items, earnings would have been $311 million, or $0.63 per diluted share, in the second quarter of 2008 compared with $296 million, or $0.56 per diluted share, in the second quarter of 2007. This is a 12.5% increase in adjusted earnings per diluted share. Income from operations as a percent of revenue was 18.1% in the second 2008 <strong>American</strong> <strong>Recycler</strong> • NewsVoice of Salvage, Waste and Recycling Republic Services to merge with Allied Waste Republic Services rejects Waste Management’s second proposal by Brian R. Hook ties, including significant cost saving synergies, and is in the best interest of stockholders.” Republic Services enacted what is commonly known a poison pill that when triggered allows shareholders to acquire additional shares below market price, increasing the number of shares outstanding and making a takeover prohibitively expensive. Unless Waste Management offers more money to persuade Republic Services’ board to sell instead of merging with Allied Waste, the newly combined company would retain the name Republic Services and be led by James O’Connor, currently chairman and chief executive officer at Republic Services. It would be headquartered in Phoenix. Continued on Page 3 Waste Management posts decline in second quarter earnings Pdf downloaded from http://www.thepdfportal.com/0908_31652.pdf Waste Management would rather not see Republic’s fleet begin servicing Allied Waste customers. PHOTO BY WILL FLOWER quarter of 2008. This is a 20 basis point improvement compared with the second quarter of 2007, as adjusted for the items noted above. For the six months ended June 30, 2008, Waste Management reported operating revenue of $6.76 billion, compared with $6.55 billion for the same period last year. Net income was $559 million, or $1.13 per diluted share, for the six months ended June 30, 2008, compared Continued on Page 2
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