TORONTO - A merger between Toronto's IESI-BFC Ltd. (TSX:BIN) and Burlington, Ont.-based Waste Services, Inc. (NASDAQ:WSII) will create the third-largest waste management outfit in North America and save an expected US$30 million in its first two years, the companies say.
The deal, announced Wednesday, values Waste Services at approximately C$388.1 million.
IESI-BFC chief executive Keith Carrigan said the merger will provide the new firm with the scale necessary to operate successfully in the competitive North American solid waste management market.
"As we've always said, scale does matter in our industry, as it allows us to successfully implement our strategies for organic growth and fuel margin improvement," Carrigan said on a conference call with analysts.
"Our combination with (Waste Services) will expand our scale and scope, leading to increased revenues, profitability and cash flows."
Carrigan said Waste Services' Canadian assets are "highly complementary" to IESI-BFC's and will allow the new company to enhance margins by dealing with more waste volume internally. Additionally, the acquisition will give IESI-BFC access to Waste Services' "leadership position" in the Florida market.
Most importantly, Carrigan said the merger will allow the company to realize between US$25 million and $30 million in synergies within two years, and it should be accretive to earnings per share and free cash flow in the first year.
"The additional cash flow we generate will be put to good use. We will continue to fund the organic growth of our business while expecting to maintain our regular quarterly dividend of 12.5 cents Cdn per share," Carrigan said.
"We will also have the ability to finance accretive and strategic acquisitions even as we pay down our debt. From a financial standpoint, the results of our initiatives are clear."
Waste Services president and CEO David Sutherland-Yoest said the merger provides "excellent value" as well as an attractive dividend for shareholders of his company.
"With the synergies we expect to realize through this combination, we can also improve overall returns on invested capital and generate strong and predictable levels of cash flow," Sutherland-Yoest added.
"As the third-largest operator in the industry, we can expect to further expand margins through operational excellence."
Bob Gibson, an analyst at Octagon Capital Corp., said the number of shares IESI-BFC is issuing in the transaction will make it difficult to improve earnings per share in the first year, but the new firm's goal of saving US$25 million to $30 million within two years is a "no brainer."
"If you look at where their operations are in Canada, there's a lot of synergies. So they can tighten up some of the routes, they can internalize some of the businesses, integrate more of their businesses, and that will benefit them," Gibson said.
"They're going to be very, very big in Canada."
The new company will have operations in six provinces and 11 states as well as the District of Columbia, and will employ approximately 6,000 people. This implies there will be no immediate layoffs, as IESI-BFC currently employs about 4,000 people, while Waste Services employs about 2,000. IESI-BFC spokeswoman Andrea Rudnick said the company is focused on conducting its due diligence and is "not in a position to comment on personnel at this time."
IESI-BFC chief financial officer Tom Cowee said cost savings will be realized in other ways.
"The synergies from operations will come from optimization of our collection routes as well as greater disposal internalization," Cowee said.
"We will also synch up our two companies' procurement practices to get the best possible value. On the (selling, general and administrative) side, we will be able to maximize savings by rationalizing duplicate properties and duplicate corporate and administrative areas, and a variety of back office functions," he added.
"Finally, on financing synergies, our scale and significant free cash flow profile will enhance the availability of credit as well as the terms available to us."
The acquisition values Waste Services at $8.14 per share, or a 27 per cent premium above its 30-day volume-weighted average closing price on the Nasdaq exchange.
Under terms of the deal, expected to close during the first quarter of next year, IESI-BFC will issue 27.8 million shares to Waste Services shareholders, or about 23 per cent ownership in the combined company, assuming an exchange ratio of 0.5833 shares of IESI-BFC for each Waste Services share.
The combined companies are expected to generate pro forma annual revenues of about US$1.5 billion. After the merger, the new firm will be headquartered in Toronto and Carrigan will remain its vice-chairman and CEO. It will have 107 collection operations, 56 transfer stations, 29 landfill sites with three gas-to-energy systems and 32 recycling facilities.
The deal is subject to various closing conditions, including approval by the Canadian Competition Bureau.
Shares in IESI-BFC gained 34 cents or 2.4 per cent to $14.30 in Wednesday trading on the Toronto Stock Exchange, while shares in Waste Services added 41 cents or 5.7 per cent to US$7.65 on the Nasdaq.