Form 8-K - Current report
24 September 2024 - 11:11PM
Edgar (US Regulatory)
false
0000823768
WASTE MANAGEMENT INC
0000823768
2024-09-23
2024-09-23
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SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 23, 2024
Waste
Management, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
1-12154 |
|
73-1309529 |
(State
or Other
Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
800
Capitol Street, Suite
3000, Houston,
Texas |
|
77002 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s Telephone number, including
area code: (713) 512-6200
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common
Stock, $0.01 par value |
|
WM |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously announced, on
June 3, 2024, Waste Management, Inc. (the “Company”), Stag Merger Sub Inc., an indirect wholly-owned subsidiary
of the Company (“Merger Sub”), and Stericycle, Inc. (“Stericycle”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth
in the Merger Agreement, Merger Sub will merge with and into Stericycle, and Stericycle will continue as the surviving company and an
indirect, wholly-owned subsidiary of the Company (the “Merger”).
On September 23,
2024, each of the Company and Stericycle received a supplementary information request (“SIR”)
from the Competition Bureau of Canada (“Competition Bureau”) in
connection with the Competition Bureau’s review of the proposed Merger. The SIR has the effect of extending the waiting period
applicable to the consummation of the Merger under the Canadian Competition Act until 30 days after the Company and Stericycle have
responded to the information requests in the SIR, unless that waiting period is terminated in less than 30 days by the Competition
Bureau. The Company and Stericycle are confident in their ability to timely and effectively respond to the SIR. The Company and
Stericycle will continue to work closely and cooperatively with the Competition Bureau as the agency conducts its review of the
proposed Merger, and will respond to, and expects to expeditiously resolve, any questions from the Competition Bureau.
As the Company previously announced, in
satisfaction of several of the closing conditions in the Merger Agreement, the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired and the Merger has also received antitrust clearance
from the Competition Authority (Autoridade da Concorrência) of Portugal, foreign investment approval from the UK Investment
Security Unit within the Cabinet Office and confirmation from the UK Competition and Markets Authority that it has no further questions.
In addition, the Merger has received antitrust clearance from the National Markets and Competition Commission (Comisión
Nacional de los Mercados y la Competencia) of Spain. Stericycle previously announced that its stockholders voted to approve
the adoption of the Merger Agreement (and thereby approve the Merger) on August 14, 2024, satisfying another closing condition.
The
Merger remains subject to clearance under the Canadian Competition Act (as discussed above) and other customary closing conditions
under the Merger Agreement, including the clearance of the Merger under the foreign investment laws of Spain, but the Company continues
to expect to complete the Merger as early as the fourth quarter of 2024.
Cautionary Note Regarding Forward-Looking Statements
This filing contains “forward-looking
statements” within the meaning of the U.S. federal securities laws about the Company, Stericycle and the proposed Merger, including
but not limited to all statements about the timing of the closing of the Merger, receipt of regulatory approvals and ability to consummate
the Merger, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You should
view these statements with caution and should not place undue reliance on such statements. They are based on the facts and circumstances
known to the Company as of the date the statements are made. These forward-looking statements are subject to risks and uncertainties that
could cause actual results to be materially different from those set forth in such forward-looking statements, including but not limited
to, general economic and capital markets conditions; inability to obtain required regulatory or government approvals or to obtain such
approvals on satisfactory conditions; inability to satisfy other closing conditions; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement; the effects that any termination of the Merger Agreement may have on
Stericycle or its business; legal proceedings that may be instituted related to the Merger or otherwise; unexpected costs, charges or
expenses; and other risks and uncertainties described in the Company’s and Stericycle’s filings with the U.S. Securities and
Exchange Commission (the “SEC”), including Part I, Item 1A of each company’s most recently filed Annual
Report on Form 10-K and subsequent reports on Form 10-Q, which are incorporated herein by reference, and in other documents
that the Company or Stericycle file or furnish with the SEC. Except to the extent required by law, neither the Company nor Stericycle
assume any obligation to update any forward-looking statement, including financial estimates and forecasts, whether as a result of future
events, circumstances or developments or otherwise.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
|
WASTE MANAGEMENT, INC. |
|
|
|
|
Date: September 24, 2024 |
By: |
/s/ Charles
C. Boettcher |
|
|
Charles C. Boettcher |
|
|
Executive Vice President and Chief Legal Officer |
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