For immediate release
BFI CANADA AND IESI CORPORATION COMPLETE TRANSACTION TO FORM ONE OF NORTH AMERICA’S LARGEST WASTE MANAGEMENT COMPANIES
TORONTO, ONTARIO - January 21, 2005 - BFI Canada Income Fund (TSX: BFC.UN) and IESI Corporation announced today that they have successfully concluded a transaction to combine BFI Canada and IESI into one of North America’s largest non-hazardous solid waste management companies, serving 56 markets. The $1.1 billion transaction was announced on November 29, 2004 and was subject to regulatory and unitholder approvals, which have now been received.
The transaction was structured to be immediately 12% accretive to the Fund’s cash distributions per unit. As a result, the Fund anticipates that it will increase its annual cash distribution to $1.5708 per unit from $1.4025 following closing.
In announcing the successful completion of the transaction following a special meeting of unitholders in Toronto, Keith Carrigan, BFI Canada’s President and Chief Executive Officer, said: “This is a great day for BFI Canada and IESI. We can now move forward with our growth and improvement programs as one business, operating under two leading brand names. We intend to aggressively and continuously build value in our operating platforms in six provinces and nine states. And we will do this by sharing the best business practices of both brands and by continuing to employ local, market-focused strategies that are responsible for the success of both businesses over many years.”
As one company, BFI Canada and IESI serve more than 850,000 residential and 100,000 commercial and industrial customers in 56 markets and feature efficient, low-cost operations, high internalization rates, regionally-focused operations, and strong and growing cash flow characteristics.
“We are delighted with our market positioning and the fact that the people responsible for creating IESI’s market leadership are joining us in leading our combined business toward a bright future,” added Mr. Carrigan. “In particular, I welcome Mickey Flood who has been named Executive Vice-President of BFI Canada and will remain President and Chief Executive Officer of IESI.”
To fund the transaction, as well as its recent purchase of the Ridge landfill in southern Ontario and reinforce its balance sheet, BFI Canada Income Fund successfully completed an offering of 14,166,667 Subscription Receipts plus an additional 1,416,667 Subscription Receipts issued pursuant to the over-allotment exercised by the underwriters of the offering on January 5, 2005. The offering raised gross proceeds of $374 million, substantially increased BFI Canada’s market capitalization to more than $1.0 billion and enhanced the Fund’s liquidity.
Trustees Elected at Special Meeting
In addition, concurrently with the closing of the transaction, the amended and restated declaration of trust of the Fund that was approved at the January 20, 2005 special meeting of the Fund’s unitholders became effective. Pursuant to this declaration of trust, Keith Carrigan, Mickey Flood, Iain Ronald, Dan Dickinson, James Forese, Dan Milliard and Joe Wright have been appointed trustees of the Fund. These trustees have considerable business experience in both Canada and the United States. The Fund extends its appreciation to its former trustees, Doug Knight and Jim Temple, for their past contributions and their continued support.
Following the completion of the transaction, the Fund indirectly owns all of the outstanding common shares of BFI Canada and IESI, which will be holding companies for the combined business’ Canadian and U.S. operations, respectively. The former equity investors in IESI are retaining an approximately 35.6% indirect interest in the Fund.
About BFI Canada
BFI Canada Income Fund, through its subsidiaries, is one of North America’s largest full-service waste management companies, providing non-hazardous solid waste collection and landfill disposal services for municipal, commercial, industrial and residential customers in six provinces and nine U.S. states. Its two brands, IESI and BFI Canada, are leaders in their respective markets and serve almost 1 million customers with vertically integrated collection and disposal assets. The Fund’s units are listed on the Toronto Stock Exchange under the symbol BFC.UN.
For more information on the Fund, visit www.bficanada.com.
For further information:
Joseph D. Quarin, BFI Canada
Chief Financial Officer
Tel: (416) 401-7722
Email: joe.quarin@bficanada.com
Anne MacMicken
Manager, Investor and Employee Relations, BFI Canada
Tel: (416) 401-7729
Email: anne.macmicken@bficanada.com
Notes to Readers
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under applicable securities laws of any such jurisdiction. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.
This news release may contain “forward-looking statements” relating to the Fund and IESI Corporation within the meaning of applicable securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should’, “believe” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Certain of these risks and uncertainties include: the combined business is capital intensive and may consume cash in excess of cash flow from its operations and borrowings; the combined business’ growth strategy depends, in part, on acquiring other solid waste management or related businesses and expanding existing landfills an other operations, which the combined business may be unable to do; the combined business may not be able to successfully manage its growth; the combined business faces risks related to certain deficiencies in the operation of the combined business’ internal control over financial reporting and disclosure controls and procedures; competition could reduce the combined business’ profitability or limit its ability to grow; provincial, state and municipal requirements to reduce landfill disposal by encouraging various alternatives may adversely affect the combined business’ ability to operate landfills at full capacity; the combined business may lose contracts through competitive bidding or early termination, which would cause revenue to decline; the combined business’ U.S. operations are geographically concentrated in the northeastern and southern United States and susceptible to those regions’ local economies and regulations; the loss of the City of New York as a customer could have a significant adverse effect on the combines business’ operations; the ability of the combined business to pay dividends or make other payments or advances (which will support distributions of the Fund’s units) will be subject to applicable laws and contractual restrictions contained in the instruments governing the indebtedness of those entities; the degree to which the combined business is leveraged could adversely affect its financial condition and make it more difficult for the combined business to make payments with respect to its debt; despite its current indebtedness, the combined business to made require additional equity or debt financing to fund its growth and debt repayment obligations; the ability of the combined business to service its debt, remain competitive, sustain its growth and expand its operations will require large amounts of cash, and the combined business’ ability to generate cash depends on many factors, some of which are beyond its control; the interests of the retained interest holders and their affiliates could conflict with those of other investors; the combined business depends heavily on its senior management; if the combined business is unable to obtain performance or surety bonds, letters of credit or insurance, the combined business may not be able to enter into additional municipal solid waste collection contracts or retain necessary landfill operations permits; the combined business is subject to extensive legislation and governmental regulation that may restrict its operations or increase its costs of operations; the combined business may not be able to obtain permits it requires to operate its business; the combined business may be subject to legal action relating to compliance with environmental laws; the combined business may have liability for environmental contamination; and the combined business will always face the risk of liability, and insurance may not always be available or sufficient.
The Fund urges you to carefully consider the factors set forth above in evaluating the forward-looking statements and caution you not to place undue reliance on such forward-looking statements. There may also be additional risks that the Fund does not presently know of or that the Fund currently believe are immaterial, which could also impair their respective business. In light of these risks, uncertainties and assumptions, the forward-looking events may or may not occur. Additional information regarding these and other factors which could materially affect the forward-looking statements can be found in the Fund’s renewal annual information form for the period ended December 31, 2003 filed with the Canadian securities regulatory authorities and in IESI Corporation’s periodic reports filed with the Securities and Exchange Commission, including the risk factors detailed in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of IESI Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003. The forward-looking statements contained herein are made only as of the date of this news release and the Fund undertakes no obligation to publicly update the forward-looking statements to reflect new information, subsequent events or otherwise.
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