GFL, Secure Win Shareholder OK for Merger in Defeat for Abrams

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(Bloomberg) — GFL Environmental Inc. and Secure Waste Infrastructure Corp. received shareholder approval for their planned merger, overcoming opposition from investor Abrams Capital Management, according to people familiar with the vote.

Financial Post

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Roughly 80% of those eligible cast ballots ahead of Wednesday’s special meeting, the people said. About 140 million shares were voted in favor and roughly 35 million against. The people asked not to be identified because the final tally has not yet been publicly released.

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The result clears a major hurdle for the C$6.4 billion ($4.6 billion) acquisition, which would further expand GFL’s footprint in Western Canada and combine two large waste-management and infrastructure businesses.

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Abrams, which owns about 22 million Secure shares, had urged investors to reject the deal, arguing that the Calgary-based company had stronger long-term potential as a standalone business. 

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The campaign was dealt a setback after two influential proxy advisory firms — Institutional Shareholder Services and Glass Lewis — sided with management by recommending shareholders approve the merger.

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ISS said there was “insufficient evidence to conclude the valuation is not credible,” despite the absence of a formal auction process. Glass Lewis similarly concluded the offer appeared close to Secure’s “fully marketed control value” under current market conditions.

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Under the agreement announced in April, Secure shareholders can elect to receive C$24.75 a share in cash, 0.4195 of a GFL subordinate voting share, or a mix of cash and stock, subject to proration. Secure investors are expected to own about 16% of the combined company once the transaction closes.

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GFL has said the acquisition will strengthen its infrastructure network across Western Canada while improving scale and free-cash-flow generation. It still requires regulatory approvals before it can be completed.

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