- Filing of certain prospectuses and communications in connection with business combination transactions (425)
June 30 2010 - 3:23PM
Edgar (US Regulatory)
Filed by: IESI-BFC Ltd.
Pursuant to Rule 425 under the Securities Act of 1933,
as amended
Subject Company: Waste Services, Inc.
Exchange Act File Number of Subject Company: 000-25955
Forward-Looking Statements
This
communication includes forward-looking statements within the meaning of the
safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities legislation. Words such as expect, estimate, project,
budget, forecast, anticipate, intend, plan, may, will, could, should,
believes, predicts, potential, continue, and similar expressions are
intended to identify such forward-looking statements. These forward-looking statements may include,
without limitation, IESI-BFC Ltd.s expectations with respect to: the
synergies, efficiencies, capitalization and anticipated financial impacts of
the transaction; and the timing of the completion of the transaction.
These
forward-looking statements involve significant risks and uncertainties that
could cause actual results to differ materially from the expected results. Most of these factors are outside our control
and difficult to predict. The following
factors, among others, could cause or contribute to such material differences:
the ability to realize the expected synergies resulting from the transaction in
the amounts or in the timeframe anticipated; and the ability to integrate Waste
Services, Inc.s businesses into those of IESI-BFC Ltd. in a timely and
cost-efficient manner. Additional
factors that could cause IESI-BFCs and WSIs results to differ materially from
those described in the forward-looking statements can be found in the 2009
Annual Report on Form 10-K for WSI, and in IESI-BFCs 2009 Annual Report
on Form 40-F, Registration Statement on Form F-10, as amended, and
Registration Statement on Form F-4, each of which are filed with the SEC
and available at the SECs Internet web site (www.sec.gov), and IESI-BFCs 2009
Annual Information Form filed with the Ontario Securities Commission which
is available at the SEDAR web site (www.sedar.com). IESI-BFC and WSI caution that the foregoing
list of factors is not exclusive. All subsequent written and oral
forward-looking statements concerning WSI, IESI-BFC, the transaction or
other matters and attributable to WSI or IESI-BFC or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements
above. WSI and IESI-BFC do not undertake any obligation to update any
forward-looking statement, whether written or oral, relating to the matters
discussed in this communication, except as required by law.
Additional Information
IESI-BFC
Ltd. has filed with the SEC a Registration Statement on Form F-4
containing a proxy statement/prospectus.
Stockholders are encouraged to read the proxy statement/prospectus
regarding the proposed transaction as well as other documents filed with the
SEC because they contain important information. Stockholders may obtain a free
copy of the definitive proxy statement/prospectus, as well as other filings
containing information about IESI-BFC Ltd. and Waste Services, Inc.,
without charge, at the SECs Internet site (www.sec.gov).
You
may also obtain copies of all documents filed with the SEC regarding this
transaction, without charge, from IESI-BFCs website (www.iesi-bfc.com) or from
Waste Services website (www.wasteservicesinc.com) or by directing a request to
IESI-BFC Ltd., 135 Queens Plate Drive, Suite 300, Toronto, Ontario, Canada
M9W 6V1, Attention: Investor Relations,
(416) 401-7729, or to Waste Services, Inc., 1122 International Blvd., Suite 601,
Burlington, Ontario, Canada L7L 6Z8, Attention:
Shareholder Relations, (905) 319-1237.
Proxy Solicitation
IESI-BFC, Ltd.,
Waste Services, Inc., their respective directors and executive officers
and other persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding IESI-BFC
Ltd.s and Waste Services Inc.s directors and executive officers is available
in the Registration Statement on Form F-4, which was filed with the SEC on
January 19, 2010. Other information regarding the
participants
in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is also contained in the
above-referenced Registration Statement on Form F-4, and in other relevant
materials to be filed with the SEC when they become available.
WASTE
SERVICES, INC. SHAREHOLDERS APPROVE MERGER WITH IESI-BFC LTD.
Toronto, Ontario
June 30, 2010 IESI-BFC Ltd. (IESI-BFC)
(NYSE, TSX: BIN) and Waste Services, Inc. (WSI) (NASDAQ: WSII) announced
that WSI shareholders today voted in favor of the proposed merger between the
two companies.
With all the conditions necessary to complete the merger satisfied, and
in light of the Canada Day holiday on July 1, 2010,
IESI-BFC and WSI have agreed to an intended
transaction close date of Friday, July 2, 2010.
Forward-Looking Statements
This communication includes forward-looking statements within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995 and applicable Canadian securities legislation. Words such as expect, estimate, project,
budget, forecast, anticipate, intend, plan, may, will, could, should,
believes, predicts, potential, continue, and similar expressions are
intended to identify such forward-looking statements. These forward-looking statements may include,
without limitation, IESI-BFC Ltd.s expectations with respect to: the
synergies, efficiencies, capitalization and anticipated financial impacts of
the transaction; and the timing of the completion of the transaction.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially from the
expected results. Most of these factors
are outside our control and difficult to predict. The following factors, among others, could
cause or contribute to such material differences: the ability to realize the expected synergies
resulting from the transaction in the amounts or in the timeframe anticipated;
and the ability to integrate Waste Services, Inc.s businesses into those
of IESI-BFC Ltd. in a timely and cost-efficient manner. Additional factors that could cause IESI-BFCs
and WSIs results to differ materially from those described in the
forward-looking statements can be found in the 2009 Annual Report on Form 10-K
for WSI, and in IESI-BFCs 2009 Annual Report on Form 40-F, Registration
Statement on Form F-10, as amended, and Registration Statement on Form F-4,
each of which are filed with the SEC and available at the SECs Internet web
site (www.sec.gov), and IESI-BFCs 2009 Annual Information Form filed with
the Ontario Securities Commission which is available at the SEDAR web site
(www.sedar.com). IESI-BFC and WSI
caution that the foregoing list of factors is not exclusive. All subsequent
written and oral forward-looking statements concerning WSI, IESI-BFC, the
transaction or other matters and attributable to WSI or IESI-BFC or any person
acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. WSI and IESI-BFC do not undertake any obligation
to update any forward-looking statement, whether written or oral, relating to
the matters discussed in this communication, except as required by law.
Additional Information
IESI-BFC Ltd. has filed with the SEC a Registration Statement on Form F-4
containing a proxy statement/prospectus.
Stockholders are encouraged to read the proxy statement/prospectus
1
regarding the proposed transaction as well as other documents filed
with the SEC because they contain important information. Stockholders may
obtain a free copy of the definitive proxy statement/prospectus, as well as
other filings containing information about IESI-BFC Ltd. and Waste Services, Inc.,
without charge, at the SECs Internet site (www.sec.gov).
You may also obtain copies of all documents filed with the SEC
regarding this transaction, without charge, from IESI-BFCs website
(www.iesi-bfc.com) or from Waste Services website (www.wasteservicesinc.com)
or by directing a request to IESI-BFC Ltd., 135 Queens Plate Drive, Suite 300,
Toronto, Ontario, Canada M9W 6V1, Attention:
Investor Relations, (416) 401-7729, or to Waste Services, Inc.,
1122 International Blvd., Suite 601, Burlington, Ontario, Canada L7L 6Z8, Attention: Shareholder Relations, (905) 319-1237.
About IESI-BFC Ltd.
IESI-BFC Ltd., through its subsidiaries, is one of North Americas
largest full-service waste management companies, providing non-hazardous solid
waste collection and landfill disposal services to commercial, industrial,
municipal and residential customers in ten states and the District of the
Columbia in the U.S., and five Canadian provinces. Its two brands, IESI and BFI Canada, are
leaders in their markets and serve over 1.8 million customers with vertically
integrated collection and disposal assets.
IESI-BFCs shares trade on the New York and Toronto Stock Exchanges
under the symbol BIN.
To find out more about IESI-BFC, visit its website at www.iesi-bfc.com.
About Waste Services, Inc.
Waste
Services, Inc. is a multi-regional, integrated solid waste services
company that provides collection, transfer, disposal and recycling services in
the U.S. and Canada. WSI, a Delaware corporation, is the second largest vertically
integrated disposal company in the State of Florida, where it has 10 collection
operations, nine transfer stations, seven recycling facilities and three
landfills. WSIs shares trade on the
NASDAQ under the symbol WSII.
To
find out more about WSI, visit its website at www.wasteservicesinc.com.
Further Information
Contacts for IESI-BFC Ltd.
Andrea Rudnick
Vice President, Corporate Development and Communications
Tel: (416) 401-7750
Chaya Cooperberg
Director, Investor Relations and Corporate Communications
Tel: (416) 401-7729
chaya.cooperberg@bficanada.com
Contact for Waste Services, Inc.
Ed Johnson
Executive Vice President and
Chief Financial Officer
Tel: (905) 319-1237
ejohnson@wsii.us
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