- ISS and Glass Lewis Support Transaction Based on Strategic Rationale, Premium Valuation and Long-Term Value Opportunity for Shareholders
- Shareholders Are Encouraged to Vote In Advance of the May 25, 2026 Proxy Voting Deadline
CALGARY, AB, May 15, 2026 /CNW/ - SECURE Waste Infrastructure Corp. ("SECURE" or the "Corporation") (TSX: SES) today announced that Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), leading independent proxy advisory firms, have recommended that SECURE shareholders ("Shareholders") vote "FOR" the special resolution approving the Corporation's previously announced transaction (the "Transaction") with GFL Environmental Inc. ("GFL") at the upcoming special meeting of Shareholders (the "Meeting").
Under the terms of the previously announced arrangement agreement (the "Arrangement Agreement"), GFL will acquire all of the issued and outstanding common shares of SECURE through a combination of subordinate voting shares in the capital of GFL and cash.
The recommendations from ISS and Glass Lewis follow the unanimous recommendation of SECURE's board of directors ("Board of Directors") and the special committee of independent directors (the "Special Committee") that Shareholders vote FOR the Transaction.
"We are pleased that ISS and Glass Lewis have recommended SECURE shareholders vote FOR the proposed transaction with GFL," said Mick Dilger, Chair of the Board of Directors of SECURE. "The recommendations reinforce the Board's unanimous view that this transaction delivers compelling immediate value while providing shareholders with continued participation in the long-term upside potential of a larger, more diversified environmental services platform."
In recommending that Shareholders vote FOR the Transaction, ISS highlighted several factors supporting its recommendation, including:
Strategic Rationale
ISS stated that "the strategic rationale is sound" and noted that shareholders who elect to receive stock are "expected to benefit from a more diversified, scaled entity, with increased liquidity, a strong financial position, and further re-rating opportunity."
Valuation and Consideration
ISS noted that shareholders are "being offered cash and stock (subject to proration) at a premium" and highlighted the balanced form of consideration, which provides "certain value through cash, as well as stock allowing for potential upside participation of the combined company."
Long-Term Strategic Benefits
ISS highlighted the Board's view that "the transaction represents a better risk-adjusted opportunity than continuing with the standalone operating plan" and noted the Board's belief that the combined company is expected to benefit from "the improved financial position and enhanced liquidity."
Transaction Process and Governance
ISS noted that the transaction was unanimously approved by both SECURE's Board of Directors and Special Committee and was supported by fairness opinions from RBC Capital Markets and ATB Capital Markets.
* Permission to use quotations from the ISS report was neither sought nor obtained.
Vote Your Shares Today
Your vote is important, regardless of the number of shares you own.
Shareholders are encouraged to vote well in advance of the proxy voting deadline by following the instructions provided in the management information circular under the section entitled "General Proxy Matters" and in the accompanying form of proxy or voting instruction form mailed to Shareholders.
The deadline for Shareholders to return completed proxies or voting instruction forms is Monday, May 25, 2026 at 10:00 a.m. (Calgary time), or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) before the reconvened Meeting.
Shareholder Questions and Voting Assistance
Shareholders requiring assistance with voting their shares or who have questions regarding the Transaction are encouraged to contact SECURE's proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll-Free: 1-877-452-7184
Outside North America: 1-416-304-0211
Text: 1-416-304-0211
Email: assistance@laurelhill.com
Transaction Overview
As previously announced on April 13, 2026, SECURE entered into an Arrangement Agreement with GFL pursuant to which GFL will acquire all outstanding SECURE common shares by way of a plan of arrangement under the Business Corporations Act (Alberta). Based on GFL's 30-day volume weighted average share price as of April 10, 2026, the last trading day prior to announcement of the Transaction, the consideration implied a value of approximately $24.75 per SECURE common share, representing a premium of approximately 23% to SECURE's 60-day volume weighted average trading price as of April 10, 2026.
Under the terms of the Transaction, Shareholders may elect to receive: (i) $24.75 in cash; (ii) 0.4195 of a subordinate voting share in the capital of GFL; or (iii) a combination of $4.95 in cash and 0.3356 of a subordinate voting share in the capital of GFL for each SECURE common share held, subject to rounding and proration, as applicable, as set forth in the plan of arrangement (the form of which is attached as Schedule "A" to the Arrangement Agreement). The consideration payable to Shareholders under the Transaction will be satisfied through a combination of 80% in GFL subordinate voting shares and 20% in cash.
Following completion of the Transaction, SECURE shareholders are expected to own approximately 16% of the combined company.
ABOUT SECURE
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta, with an extensive network of assets across western Canada and North Dakota. Through its Waste Management segment, SECURE operates long-life, permitted processing, recovery, and disposal infrastructure that supports the safe, efficient, and environmentally responsible management of waste from energy and industrial activity, including the recycling of metals and recovered oil and the use of specialty chemical solutions to reduce waste intensity and improve operational efficiency. SECURE's Energy Infrastructure segment includes crude oil pipelines, terminals, and storage facilities that optimize, store, and transport crude oil to market, enhancing customer value through product quality optimization, improved pricing, and reduced emissions while protecting the environment.
SECURE's shares trade under the symbol SES and are listed on the Toronto Stock Exchange.
FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this press release constitute "forward-looking statements" and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as "forward-looking statements"). When used in this press release, the words "achieve", "advance", "anticipate", "believe", "can be", "capacity", "commit", "continue", "could", "deliver", "drive", "enhance", "ensure", "estimate", "execute", "expect", "focus", "forecast", "forward", "future", "goal", "grow", "integrate", "intend", "may", "maintain", "objective", "ongoing", "opportunity", "outlook", "plan", "position", "potential", "prioritize", "realize", "remain", "result", "seek", "should", "strategy", "target", "will", "would" and similar expressions, as they relate to SECURE and its management, are intended to identify forward-looking statements. Such statements reflect the current views of SECURE and speak only as of the date of this press release. In particular, this press release contains or implies forward-looking statements pertaining to, but not limited to: the timing of the Meeting; the consideration that SECURE shareholders will be entitled to receive under the Transaction, including as a result of SECURE shareholder elections; the expected benefits of the Transaction, including that the Transaction is expected to deliver compelling immediate value while providing Shareholders with continued participation in the long-term upside potential of a larger, more diversified environmental services platform, Shareholders who elect to receive stock are expected to benefit from a more diversified, scaled entity, with increased liquidity, a strong financial position, and further re-rating opportunity, that the Transaction represents a better risk-adjusted opportunity than continuing as a standalone operating plan, that the combined company will have an improved financial position and enhanced liquidity; and other similar statements.
Forward-looking statements are based on certain assumptions that SECURE has made in respect thereof as at the date of this press release regarding, among other things: that the Meeting will be held when currently scheduled; the satisfaction of the conditions to closing of the Transaction; the approval of the Transaction at the Meeting and the completion of the Transaction on anticipated terms and timing; that actions by third parties, including any governmental or regulatory authority, do not delay or otherwise adversely affect completion of the Transaction; and other assumptions described in the management information circular, SECURE's Annual Information Form for the year ended December 31, 2025 ("AIF") and from time to time in filings made by SECURE with securities regulatory authorities.
Forward-looking statements involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to: the risk that the Transaction may be varied or terminated in certain circumstances; risks relating to the outcome of the Transaction, including the risks associated with approval at the Meeting and the receipt of other approvals required under the Arrangement Agreement; the risk that other conditions to closing of the Transaction may not be satisfied, or to the extent permitted, waived; the risk that actions by third parties, including any governmental or regulatory authority, could delay or otherwise adversely affect completion of the Transaction; the risk that the anticipated benefits of the Transaction may not be realized and that the results of the combined company could differ from what is currently anticipated; risks related to SECURE's and GFL's business; and other risk factors identified in the Circular, AIF and from time to time in filings made by the Corporation with securities regulatory authorities.
Although forward-looking statements contained in this press release are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are made as of the date hereof and are expressly qualified by this cautionary statement. Unless otherwise required by applicable securities laws, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Transaction is set out under the headings "Forward-Looking Statements" and "Risk Factors" in the Circular, as well as in SECURE's other public disclosure documents, which are available on SEDAR+ at www.sedarplus.ca.
SOURCE SECURE Waste Infrastructure Corp.
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For further information: Allen Gransch, President and Chief Executive Officer; Chad Magus, Chief Financial Officer, Phone: (403) 984-6100, Email: ir@secure.ca; Media: Dan Gagnier / Riyaz Lalani, SECURE@gagnierfc.com