GFL Environmental to acquire Secure Waste Infrastructure for $24.75 per share

GFL Environmental (GFL) and Secure Waste Infrastructure announced that they have entered into a definitive agreement pursuant to which GFL has agreed to acquire all of the issued and outstanding common shares of Secure for $24.75 per Secure common share, representing an enterprise value of approximately $6.4B. The consideration for the transaction will be satisfied through a combination of 80% in GFL subordinate voting shares and 20% in cash. The transaction will be implemented through a plan of arrangement under the Business Corporations Act. The purchase price of $24.75 per Secure common share represents a premium of 23% to the volume weighted average price of the common shares of Secure for the 60 trading days ending April 10. Under the terms of the Transaction, Secure common shareholders will receive, at their election, $24.75 in cash, 0.4195 of a GFL subordinate voting share or a combination of $4.95 in cash and 0.3356 of a GFL subordinate voting share, for each Secure common share held, subject to pro-ration, based on a maximum amount of GFL subordinate voting shares and maximum amount of cash as set out in the plan of arrangement, such that the aggregate consideration paid to Secure common shareholders will consist of 80% GFL subordinate voting shares and 20% cash. The transaction is fully financed and is not subject to any financing conditions. The transaction has been unanimously approved by the board of directors of both companies.