Waste Management, Inc.
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CONTACT:
Portnoy Law Firm
Lesley F. Portnoy, Esq.,
www.portnoylaw.com
Office: 310.692.8883
1800 Century Park East, Suite 600
Los Angeles, CA 90067
info@portnoylaw.com
On April 14, 2019, WM entered into an agreement and plan of merger (the “Merger”) to acquire Advanced Disposal Systems, Inc. (“ADS”) for $4.9 billion, or $33.15 per share. The Merger was conditioned upon an ADS shareholder vote and obtaining antitrust clearance from regulators, including the U.S. Department of Justice (“DOJ”).
On October 25, 2019, WM, ADS, and the DOJ entered into a timing agreement that provided for a minimum 70-day settlement period during which the parties would attempt to reach an agreement on DOJ approval for the Merger, which included DOJ approval of the amount of WM’s asset divestures. Unbeknownst to investors, during this process the DOJ informed WM that its agreement to divest $200 million in revenue-producing assets to address antitrust concerns would be insufficient for regulatory approval. The DOJ concluded that the combination of WM and ADS would, without divestures significantly in excess of $200 million, cause harm to municipal solid waste disposal in 24 geographic markets across 8 states, and cause harm to small container commercial waste collection in 33 geographic markets located in 6 states.
Plaintiff alleges that Defendants made materially false and misleading statements throughout the Class Period, including omitting material facts relating to: (i) the DOJ’s indication to WM that it would require WM to divest significantly more than $200 million; and (ii) the impact of the DOJ’s indication on the completion of the Merger and the redemption of the Notes.
On June 24, 2020, WM disclosed that the Company and ADS had revised the terms of the Merger and that WM needed to divest substantially more assets than previously disclosed to receive DOJ approval for the deal. Under the revised Merger terms, WM agreed to purchase ADS for $4.6 billion, or $30.30 per share, thereby reducing WM’s acquisition cost by approximately $300 million to $4.6 billion. In addition, WM and ADS had agreed to sell $835 million worth of assets in an attempt to satisfy antitrust regulators, which assets were responsible for generating approximately $345 million in 2019 revenue. WM also revealed that the deal was now not expected to close until “the end of the third quarter of 2020” – six months later than had been represented by defendants at the start of the Class Period and, critically, after the end date which triggered the redemption feature of the Notes.
On this news, the prices of the Notes fell significantly. For example, the 3.45% Notes fell from 109% on June 23, 2020 to just 103% of par on June 24, 2020.
