Date: April 18, 2011
Source: Stericycle, Inc.
Stericycle, Inc. (Lake Forest, IL) said it completed its acquisition of former rival Healthcare Waste Solutions (HWS), originally announced last September, from Altaris Capital Partners, LLC for $245 million. HWS is expected to add about $45 million in annualized revenues. The U.S. Department of Justice (DOJ) and the state of New York cleared the transaction after Stericyle agreed to divest some of its New York assets, including a transfer station in the Bronx. The DOJ's antitrust division, along with the attorney general of the state of New York, filed a civil antitrust lawsuit under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in U.S. District Court in Washington, D.C., to block the proposed transaction. Consequently, the value of the deal was reduced by $8 million to reflect the divestiture, various other adjustments, and a reduction for HWS's indebtedness as of the closing date.
See also: "Stericycle is Buying Healthcare Waste Solutions for $245 Million," (www.wasteinfo.com/news/wbj20101005E.htm).
PRESS RELEASE
April 18, 2011
Stericycle, Inc. Completes Acquisition of Healthcare Waste Solutions, Inc.
Stericycle, Inc. (NASDAQ: SRCL) announced today that it had completed its pending acquisition of Healthcare Waste Solutions, Inc. ("HWS") following an agreement with the U.S. Department of Justice and the State of New York providing clearance for the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
We acquired HWS, a portfolio company of Altaris Capital Partners, LLC, by a cash merger in which HWS became a wholly-owned subsidiary of ours. HWS will add approximately $45 million in annualized revenues. We anticipate that it will take the remainder of 2011 to fully integrate the HWS acquisition. We anticipate that the fully integrated acquisition will be accretive in 2012 by approximately $0.04 per share prior to any transaction and transition expenses.
Prior to closing, we and HWS agreed to reduce the total merger consideration payable by us in cash from $245.0 million to $237.0 million, subject to the various adjustments, including a reduction for HWS's indebtedness as of the closing date, provided for in the merger agreement.
Safe Harbor Statement: Statements in this press release may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic conditions). Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include changes in governmental regulation of medical waste collection and treatment and increases in transportation and other operating costs, as well as the other factors described in our filings with the U.S. Securities and Exchange Commission. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We make no commitment to disclose any subsequent revisions to forward-looking statements.
For more information, contact:
Stericycle, Inc.
Frank J.M. ten Brink, (847) 607-2012
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