NEW YORK and SÃO PAULO,
Sept. 20, 2017 /PRNewswire/
-- In connection with their previously announced business
combination, Boulevard Acquisition Corp. II (NASDAQ: BLVD)
("Boulevard") and Estre Ambiental S.A. ("Estre"), today named three
independent members of the future board of the publicly traded
combined company that will result from the transaction
("Newco"):
- Richard Burke, chief executive
officer of Advanced Disposal (NYSE: ADSW), the fourth largest
non-hazardous solid waste company in the U.S.;
- Klaus Pohle, former president of
the Accounting Standards Committee of Germany, which advises the German government
and the European commission on the process of approving new
international accounting and financial reporting standards;
and,
- Robert C. "Bob" Boucher Jr., chief executive officer and
president of Wheelabrator Technologies, the second largest
energy-from-waste business in the U.S.
Messrs. Boucher and Burke will bring to the board of Newco a
combined 56 years of waste management industry expertise, and Dr.
Pohle possesses more than three decades of experience in finance,
audit and compliance across a range of industries.
"I am pleased that Richard Burke,
Klaus Pohle and Bob Boucher will be joining Newco as independent
members of the board of directors," said Estre chief executive
officer Sérgio Pedreiro. "These respected executives possess deep
waste management industry and compliance insight and expertise and
will provide strong governance oversight to Newco as it continues
to serve as the leading waste management company in Brazil, pursuing international best practices
in responsible waste disposal and sustained value creation for
shareholders."
In the coming months, Boulevard and Estre expect to name
additional members of the Newco Board, which may include other
industry leaders.
As announced on August 16, 2017,
Boulevard and Estre have entered into a definitive agreement under
which the two companies will combine under a new holding company,
which will be publicly listed with an anticipated initial
enterprise value of approximately US$1.1
billion.
Estre provides a full range of waste-related and environmental
services to a public of more than 31 million people daily in seven
Brazilian states where approximately 50% of Brazil's population is concentrated. The
Company focuses on collection, treatment and disposal of
non-hazardous and hazardous waste to municipal, industrial and
commercial customers. Showing consistently high-single-digit
revenue growth (excluding divested operations) in an expanding
market, Estre is favorably positioned to lead in a fragmented
industry with increasing regulatory requirements for
environmentally-sound waste disposal.
Additional Background on the Three New Directors
Richard Burke brings to
the Newco Board over 28 years of leadership in the waste management
industry. Since 2014, he has served as CEO and a board member of
Advanced Disposal, the fourth largest solid waste company in the
U.S., as measured by revenue. Prior to serving as CEO, Mr. Burke
served as president of the company with responsibility for mergers
and acquisitions, purchasing, risk management, human resources and
strategic planning. Previously, he served as president and CEO of
Veolia Environmental Services North America, leading the company's
water, waste and energy management solutions business in the U.S.
and Canada. Prior to joining
Veolia, Mr. Burke spent 12 years with Waste Management in a variety
of leadership positions. He is past chairman of the board for the
Environmental Research and Education Foundation and continues to
support the foundation as a Board Director. Mr. Burke holds a
bachelor's degree from Randolph Macon
College.
Klaus Pohle possesses more
than 30 years of experience in finance, audit and compliance
practice. He was from 2004 to 2016 a member of the board of
Sanofi SA, a global pharmaceutical company, serving for eleven
years as chairman of the board's Audit Committee. Prior to Sanofi,
Dr. Pohle was the deputy CEO and CFO of global pharmaceutical
company Schering AG for over 23 years. Before Schering, he
spent 14 years in senior executive roles at global chemical company
BASF AG, including in Brazil. From
2003 to 2006, Dr. Pohle served as chairman of the Accounting
Standards Board of Germany. He is
a Professor of Accounting and Auditing in the faculty of business
administration of the Technische Universität Berlin. He holds
a doctorate in economics from the Technische Universität
Berlin, a doctorate in law from
Johann Wolfgang Goethe Universität Frankfurt, and a master of laws (LL.M) from
Harvard Law School.
Bob Boucher has more than
28 years of waste management, environmental services and energy
industry expertise, with successful leadership experience across a
range of large public corporations and private firms. Since 2015,
he has served as CEO and president of Wheelabrator Technologies,
the second largest waste-to-energy business in the U.S., with
operations in the U.K. and the U.S. Prior to Wheelabrator, Mr.
Boucher was the CEO of Cleanaway (formerly Transpacific
Industries), Australia and
New Zealand's largest public waste
company focused on solid and liquid waste services; and EVP of
Operations for Republic Services, holding responsibility for the
company's operations throughout the U.S. Previously, Mr. Boucher
served as the CEO and president of Synagro Technologies, America's
largest recycler of organic residuals for water/wastewater
management, and held leadership roles at Allied Waste Industries,
Waste Management of Greater
Boston, and American Waste Systems. Mr. Boucher holds a
post-graduate degree from Maine's
Bridgeton Academy.
About Estre Ambiental S.A.
Estre is the largest waste management company in Brazil and Latin
America, as measured by disposal capacity, collection volume
and market share. The company provides collection, transfer,
recycling and disposal services to more than 31 million people in
seven Brazilian states where approximately 50% of Brazil's population is concentrated. Estre's
landfill operations, which are currently focused around 13
strategically located landfills, dispose of approximately 6.0
million tons of waste annually. The company also expects to add
five additional landfills to its operations over the next several
years. Estre's waste management infrastructure also includes two
landfill gas-to-energy facilities with an installed capacity of
approximately 14 MW, as well as three hazardous and medical waste
facilities. Additional information on Estre is available at
http://www.estre.com.br/en/.
About Boulevard Acquisition Corp. II
Boulevard is a public investment vehicle formed by Avenue
Capital Group for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. Boulevard
completed its initial public offering in September 2015, raising US$370 million in cash proceeds.
Boulevard's officers and certain of its directors are affiliated
with Avenue Capital Group. Avenue is an established global
alternative investment firm founded in 1995. Avenue's primary focus
is investing in credit and other special situation investments in
the United States, Europe and Asia. Avenue has approximately US$10 billion in assets under management as of
July 31, 2017. Additional information
about Boulevard is available at www.boulevardacq.com.
Participants in the Solicitation
Boulevard, Estre and Newco and their respective directors and
certain of their respective executive officers may be considered
participants in the solicitation of proxies with respect to the
proposed business combination described in this press release under
the rules of the SEC. Information about the directors and executive
officers of Boulevard is set forth in its Annual Report on Form
10-K for the year ended December 31,
2016, which was filed with the SEC on February 21, 2017.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the
stockholders in connection with the proposed business combination
will be set forth in the definitive proxy statement/prospectus when
it is filed with the SEC on Form F-4. These documents can be
obtained free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Boulevard, Newco or Estre, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Forward-Looking Statements
This press release includes certain statements that are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential,"
"seem," "seek," "future," "outlook," and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding adjusted
EBITDA projections and forecasts of other financial and performance
metrics, projections of market opportunity, macroeconomic outlook
and the expected benefits of the proposed transaction. These
statements are based on various assumptions and on the current
expectations of Boulevard and Estre management and are not
predictions of actual performance. These forward-looking statements
are subject to a number of risks and uncertainties, including
general economic, political and business conditions in Brazil; potential government interventions
resulting in changes to the Brazilian economy, applicable taxes and
tariffs, inflation, exchange rates, interest rates and the
regulatory environment; changes in the financial condition of
Estre's clients affecting their ability to pay for its services;
the results of competitive bidding processes, which could lead to
the loss of material contracts or curtail Estre's expansion
efforts; Estre's history of losses; the outcome of judicial and
administrative proceedings to which Estre is or may become a party
or governmental investigations to which Estre may become subject
that could interrupt or limit Estre's operations, result in adverse
judgments, settlements or fines and create negative publicity;
changes in Estre's clients' preferences, prospects and the
competitive conditions prevailing in the Brazilian waste
management; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect Newco or the expected benefits of the proposed
business combination or that the approval of the stockholders of
Boulevard and/or the shareholders of Estre for the transaction is
not obtained; failure to realize the anticipated benefits of the
proposed business combination, including as a result of a delay in
consummating the proposed business combination or a delay or
difficulty in integrating the businesses of Boulevard and Estre;
the amount of redemption requests made by Boulevard's stockholders;
the ability of Boulevard or Newco to issue equity or equity-linked
securities in connection with the proposed business combination or
in the future, including, without limitation, pursuant to a private
investment in public equity, or PIPE, or other offering of equity
securities, which could dilute the interests of Boulevard's
stockholders; those factors discussed in Boulevard's Annual Report
on Form 10-K for the year ended December 31,
2016 under the heading "Risk Factors," and other documents
of Boulevard filed, or to be filed, with the SEC. These
statements speak only as of the date they are made and neither
Boulevard nor Estre undertakes any obligation to update any
forward-looking statements contained herein to reflect events or
circumstances which arise after the date of this press release.
Contacts
For Boulevard:
Todd Fogarty / Aduke Thelwell
Kekst
todd.fogarty@kekst.com or aduke.thelwell@kekst.com
+ 1 (212) 521-4800
For Estre:
Juliana Gilio
Giusti Comunication
Juliana.gilio@giusticom.com.br
+55 11 5502-5460
Citigroup Global Markets Inc.:
Neil Shah
neil.shah@citi.com
+1 (212) 723-3264
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SOURCE Boulevard Acquisition Corp. II
