On April 19, 2024, representatives of Stericycle and BofA Securities
held a management meeting with Financial Party B via videoconference. Stericycle management reviewed Stericycles business, financial and strategic position, as well as Stericycles long-range plan. Later that day, Stericycle provided
Financial Party B access to certain documents in its electronic data room.
On April 21, 2024, Latham sent a revised
draft of the Merger Agreement to V&E reflecting the substantive input provided by the Board in its April 18th meeting, including limiting match rights to only two times in response to a
superior proposal, a lower Stericycle Termination Fee of 2.25% of transaction equity value, and reverting to the hell or high water provision with respect to regulatory approvals.
On April 22, 2024, at the Boards instruction, representatives of BofA Securities contacted Strategic Party B to
solicit interest in evaluating a potential transaction with Stericycle.
Also on April 22, 2024, Stericycle
entered into subject-matter-specific addendums to the confidentiality agreement with Parent, both of which were intended to facilitate due diligence of certain competitively sensitive information and pending legal matters.
On April 23, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives
of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on discussions with Parent and its representatives and noted that they did not expect Parent to revisit its offer price prior to Stericycle announcing
its first quarter earnings. The Board also discussed timing for additional due diligence with Parent relative to Stericycles planned earnings announcement. The Board instructed representatives of Latham to continue to discuss legal issues in
the draft Merger Agreement with V&E until Stericycle and Parent aligned on the per-share price to be paid by Parent in the Proposed Transaction.
On April 24, 2024, representatives of Stericycle and BofA Securities held a management meeting with Financial Party A via
videoconference. Stericycle management reviewed Stericycles business, financial and strategic position, as well as Stericycles long-range plan.
Also on April 24, 2024, representatives of Latham held a telephonic conference with V&E to discuss certain legal
issues identified by Parent in the draft Merger Agreement previously circulated by Latham, including the fiduciary out provisions, the related Stericycle Termination Fee and the hell or high water provision regarding regulatory
approvals.
On April 25, 2024, Stericycle reported its financial results for the first quarter of 2024. The price of
Stericycles common stock declined following this earnings release, closing at $46.51 per share on April 25, 2024.
Also on April 25, 2024, the Board held a special meeting via videoconference, with Stericycle management and
representatives of BofA Securities and Latham in attendance. Representatives of BofA Securities provided an update on the management meeting with Financial Party A that took place on April 24, 2024 and the discussions with Financial Party B and
Strategic Party B. Representatives of Latham provided an update on the discussion they had with representatives of V&E on April 24, 2024 regarding the legal issues in the draft Merger Agreement.
On April 26, 2024, representatives of Stericycle and Financial Party B met via videoconference to discuss various
financial and operational topics including Stericycles volume and price trends, business segments and their respective performances and the businesss margin and capital expenditures.
Also on April 26, 2024, V&E sent a revised draft of the Merger Agreement to Latham, reflecting Parents
positions on the key issues previously discussed (the April 26th Parent Merger Agreement).
On April 29, 2024, the Board held a special meeting via videoconference, with Stericycle management and representatives
of BofA Securities and Latham in attendance, to review the status of discussions with Parent and other potentially interested parties. Representatives of BofA Securities provided an update regarding the discussions with Parent, noting that Parent
had indicated a target signing date of mid-May, subject to
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