Filed by Republic Services, Inc. pursuant to Rule 425
under the Securities Act of 1933, as amended, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended.
Subject Company: Republic Services, Inc.
(Commission File No. 1-14267)
Republic Services Issues Statement in Response to Waste Management’s HSR Filing
Thursday July 24, 12:18 pm ET
FORT LAUDERDALE, Fla.—(BUSINESS WIRE)—Republic Services, Inc. (NYSE: RSG — News) today issued the
following statement in response to the announcement from Waste Management that it had filed
Notification and Report Form under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976
relating to purchases of shares of Republic Services:
“Waste Management’s stated intention to acquire Republic Services common stock, through open market
purchases or other transactions, is in support of Waste Management’s proposal of July 14, 2008 to
acquire Republic at $34 per share subject to various conditions. That proposal was rejected by the
Republic Board of Directors for the reasons set forth in our press release of July 18, 2008.
Republic continues to believe that the merger between Republic and Allied will create significant
value generating opportunities, including significant cost saving synergies, and is in the best
interests of Republic stockholders. Republic notes that Waste can only acquire up to $63.1 million
worth of Republic common stock without first receiving antitrust clearance from the federal
government. While Republic is aware of our fiduciary duties and will respond to Waste’s antitrust
notices as appropriate, Republic will continue to guard against opportunistic attempts to disrupt
our strategic plans through open market activity or otherwise.”
About Republic Services, Inc.
Republic Services, Inc. is a leading provider of environmental services including solid waste
collection, transfer and disposal services in the United States. The company’s operating units are
focused on providing solid waste services for commercial, industrial, municipal and residential
customers.
Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving Republic
and Allied. In connection with the proposed transaction, Republic plans to file with the SEC a
Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of
Republic and Allied plan to file with the SEC other documents regarding the proposed transaction.
The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of Republic and
Allied. INVESTORS AND SECURITY HOLDERS OF REPUBLIC AND ALLIED ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and
the definitive Joint Proxy Statement/Prospectus (when available) and other documents filed with the
SEC by Republic and Allied through the website maintained by the SEC
at www.sec.gov. Free copies of
the Registration Statement and the definitive Joint Proxy Statement/Prospectus (when available) and
other documents filed with the SEC can also be obtained by directing a request to Republic
Services, Inc., 110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida, 33301 Attention: Investor
Relations or by directing a request to Allied Waste Industries, Inc., 18500 North Allied Way,
Phoenix, Arizona 85054, Attention: Investor Relations.
Participants
in Solicitation
Republic, Allied and 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 Republic’s directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on February 21, 2008,
and its proxy statement for its 2008 annual meeting of stockholders, which was filed with the SEC
on April 2, 2008, and information regarding Allied’s directors and executive officers is available
in Allied’s Annual Report on Form 10-K, for the year ended December 31, 2007, which was filed with
the SEC on February 21, 2008 and its proxy statement for its 2008 annual meeting of stockholders,
which was filed with the SEC on April 10, 2008. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the definitive Joint Proxy Statement/Prospectus and other
relevant materials to be filed with the SEC when they become available.
Information
Regarding Forward-Looking Statements
Certain statements and information included herein constitute forward-looking statements within the
meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by words such as will, expects, intends, and similar words. Any such
forward-looking statements contained herein are based on current expectations, but are subject to a
number of risks, uncertainties, and other factors that may cause actual results to differ
materially from expectations expressed in such forward-looking statements, many of which are beyond
the control of Republic or Allied. Such risks, uncertainties and other factors include: regulatory
and litigation matters and risks, legislative developments, changes in tax and other laws, the
effect of changes in general economic conditions, the risk that a condition to closing of the
transaction may not be satisfied, the risk that a regulatory approval that may be required for the
transaction is not obtained or is obtained subject to conditions that are not anticipated and other
risks to consummation of the transaction, risks that the combined company may not achieve
anticipated synergies, risks that the acquisition may not be accretive to earnings in the
anticipated time frame, or at all, risks that the combined company may not generate expected cash
flows, risks that the anticipated financing may not be secured, as well as risks relating to the
business and operations of both Republic and Allied included in their respective filings with the
Securities and Exchange Commission. Shareholders, potential investors and other readers are urged
to consider these factors carefully in evaluating our forward-looking statements and are cautioned
not to place undue reliance on forward-looking statements. The forward-looking statements made
herein are only made as of the date of this press release and the parties hereto undertake no
obligation to publicly update these forward-looking statements to reflect subsequent events or
circumstances.
Contact:
Republic Services
Media:
Will Flower, 954-769-6392
or
Investors:
Tod Holmes, 954-769-2387
Ed Lang, 954-769-3591
or
The Abernathy MacGregor Group
Chuck Burgess, 212-371-5999
Source: Republic Services, Inc.
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