WM Improves Proposal for Republic Services

Waste Management, Inc., a Houston-based collection, transfer, recycling and resource recovery company, has sent a revised proposal to the Board of Directors of Republic Services, Inc., in order to acquire all of their outstanding stock shares.

In the revised proposal, Waste Management offers to purchase all outstanding shares of Republic for $37.00 per share in cash, a 32.6 percent premium to Republic’s closing stock price on July 11, 2008, the last trading day prior to public disclosure of Waste Management’s proposal. The proposed $37.00 per share is higher than Republic’s all-time high stock price.

The new proposal also addresses concerns expressed by Republic’s board by stating that it:

• would pay Republic a fee of $250 million if the parties are unable to close a transaction due to opposition from the U.S. Department of Justice;
• would provide further assurance on its ability to close the transaction in a timely manner by including a "ticking fee," increasing the $37.00 per share price by an interest component, in the event its proposed transaction does not close on or before a mutually acceptable date due to antitrust clearance delays;
• has confirmed that financing is available and expects to execute commitment letters after it begins discussions with Republic on a merger agreement; and
• believes that the company’s post-transaction financial profile will allow Waste Management to remain investment grade, and is committed to take appropriate actions to ensure that result.

“We want to work with Republic’s Board and superb management team to address all of their concerns,” says David P. Steiner, CEO of Waste Management. “We believe our proposal is the first step in that process, and we look forward to working together to achieve a transaction that creates certain and immediate value for Republic’s stockholders and great long-term value for our stockholders. We also continue to expect that the transaction will be accretive to Waste Management in the first year following closing.”