Urge for Stockholders to Vote the WHITE
Proxy Card
RUTLAND, Vt.--(BUSINESS WIRE)--
Casella Waste Systems, Inc. (Nasdaq:CWST) ("Casella"
or the "Company"), a regional solid waste,
recycling, and resource management services company, today announced
that, in connection with its 2015 Annual Meeting of Stockholders to be
held on November 6, 2015 (the "2015 Annual Meeting"),
its Board of Directors has issued an additional letter to Casella's
stockholders.
The letter, which is being sent to stockholders together with a WHITE
proxy card, outlines the backgrounds and credentials of all three of
Casella's highly qualified and very experienced nominees, John
W. Casella, William P. Hulligan and James E. O'Connor, why
Casella believes that the insights, experiences and competencies of its
three nominees are central to Casella's strategic priorities and why
Casella believes that the nominees proposed by JCP Investment
Management, LLC lack the relevant experience necessary to drive
long-term stockholder value. In the letter, the Casella Board recommends
that stockholders vote on the WHITE
proxy card FOR the election of all
three of these highly qualified and very experienced nominees. Stockholders
are therefore urged to promptly vote the WHITE
proxy card via internet, telephone or mail by following the instructions
provided. The Board also urges stockholders to discard any gold proxy
card or voting instruction form they may receive from the JCP Group.
As previously disclosed, JCP Investment Management, LLC and the other
participants in its solicitation (the "JCP Group") are conducting a
proxy contest and are seeking the election at the 2015 Annual Meeting of
two director candidates in opposition to the highly qualified and very
experienced nominees unanimously recommended by the Casella Board. In
order for stockholders to have access to all relevant information
concerning the 2015 Annual Meeting that Casella has made available,
Casella has developed a website focused on the 2015 Annual Meeting,
which is accessible at www.casellashareholders.com.
The full text of the letter is as follows:
October 1, 2015
Dear Fellow Casella Stockholder:
Over the past two and a half years, we have achieved significant
progress and momentum in executing on our strategy, strengthening our
management team, simplifying and streamlining our business, reducing our
exposure to risk, improving our financial performance and positioning
Casella for long-term growth and profitability. While your Board has
been taking decisive action to enhance the value of your investment in
Casella, JCP Investment Management, LLC, a dissident investor led by
James C. Pappas is seeking to disrupt our strategic trajectory. As you
may be aware, JCP is waging a proxy contest to elect its own candidates,
including Mr. Pappas, to your Board at our upcoming 2015 Annual Meeting
to be held on Friday, November 6, 2015. Given the significant progress
and momentum we have achieved, we question the judgment and logic of JCP
Investment Management, LLC in forcing upon Casella a costly and
distracting proxy contest to replace highly qualified, experienced and
valued members of your Board of Directors with candidates that we
believe lack the relevant experience necessary to drive long-term
stockholder value. While Mr. Pappas would like stockholders to believe
that JCP is an investor for the "long-term" which began investing in
Casella some five years ago, JCP is an activist investor which only
began accumulating its current holdings in Casella in May 2014.
You have an extremely important decision to make about the future of
Casella and who should oversee Casella's ongoing efforts to further
improve its financial and operating performance and grow stockholder
value. Once you compare the director nominees proposed by JCP with the
nominees proposed by your Board, John W.
Casella, William P. Hulligan and James E. O'Connor, we
hope you will vote on the WHITE
proxy card FOR ALL your Board's
nominees standing for election to your Board at this year's Annual
Meeting. Your Board urges you to sign and return the enclosed WHITE
proxy card TODAY and vote FOR
ALL your Board's nominees. We urge you not to sign or return
any gold proxy card you receive from JCP.
WE BELIEVE OUR THREE NOMINEES HAVE INSIGHTS, EXPERIENCES AND
COMPETENCIES
THAT ARE CENTRAL TO CASELLA'S STRATEGIC
PRIORITIES
We believe that our three nominees, John W.
Casella, William P. Hulligan and James E. O'Connor, bring to
your Board perspectives, insights, experiences and competencies that are
central to Casella's strategic priorities and its continuing efforts to
improve its financial and operating performance and drive further
increases in stockholder value.
Casella's Chairman of the Board and Chief Executive Officer (CEO), John
W. Casella, brings to your Board strategic insights and extensive
knowledge of Casella, the waste management industry and the regional
markets that Casella serves and extensive experience and knowledge of
Casella's regulatory, competitive and political environments. As
Casella's CEO and the only representative of management on your Board,
Mr. Casella has been responsible for spearheading the transformative
process Casella began more than two and a half years ago and driving
many of the strategic priorities that we believe have resulted in
significant improvements in our financial and operating performance and,
over the last year, a significant increase in stockholder value.
Your Board also appreciates the need to balance the value that longevity
of service can bring to Casella with the value of new ideas,
perspectives and insights that can come through the addition to the
Board of new independent members. The appointments of Messrs. Hulligan
and O'Connor as new independent directors reflect your Board's
continuing commitment to recruit new independent and highly qualified
directors who have perspectives, experiences and competencies that
expand the Board's scope and depth.
Your Board believes that our newest independent directors and nominees,
Messrs. Hulligan and O'Connor (both of whom have joined your Board
within the past six months after a year-long process by your Board to
identify
one or more new independent directors with strong industry experience to
expand the depth and breadth of your Board), are two of the most
experienced, accomplished and admired individuals in the waste
management industry. We believe that their extensive senior management
and governance experience at leading waste management companies and
track record of driving growth and stockholder value creation will be
extremely valuable to Casella as we continue to execute on our ongoing
strategic initiatives to drive revenues and enhance profitability.
|
JOHN W. CASELLA - Director since 1993 Chairman of
Board & Chief Executive Officer of Casella Waste Systems, Inc.
-
Possesses close to 40 years of waste management industry
experience building Casella and extensive operational and
industry expertise relevant to our markets, most notably the
regulatory, competitive and political sectors
-
Understands the business and culture - has devoted his entire
career to building Casella into one of the most respected
regional waste management companies in the United States
-
One of the two largest individual stockholders in Casella
-
Led Casella's transformation and strategic repositioning over
the last 2 ½ years
|
|
JAMES E. O'CONNOR - Director since 2015 Retired
Chairman of Board & Chief Executive Officer of Republic Services,
Inc.
-
Industry veteran who brings over 40 years of waste management
industry experience
-
Former Chairman and Chief Executive Officer of Republic
Services, Inc., the second largest waste management company in
North America, which, during his tenure, grew its annual
revenues from $1.4 billion to $8 billion, making it one of the
largest waste management companies in the world
-
Previously spent close to 30 years at Waste Management, Inc.
where he held various senior management positions
-
Member of the Board of Directors of Clean Energy Fuels Corp. and
the Canadian National Railway Company
|
|
WILLIAM P. HULLIGAN - Director since 2015 Former
President and Chief Operating Officer of Progressive Waste
Solutions Ltd.
-
Industry veteran who brings over 40 years of waste management
industry experience
-
Former President and Chief Operating Officer of Progressive
Waste Solutions Ltd., the third largest waste management company
in North America
-
Former Executive Vice President of North America Operations of
Waste Services, Inc.
-
Over 20 years at Waste Management, Inc., the largest waste
management company in North America, where he held various
senior management positions, including Executive Vice President.
During his tenure, Waste Management's annual revenue grew from
approximately $1 billion to more than $6 billion
-
Previously served on the Board of Directors of two
publicly-traded waste management companies
|
If Messrs. Casella, Hulligan and O'Connor are re-elected at the 2015
Annual Meeting, your Board would be composed of nine directors, all of
whom we believe to be highly qualified directors dedicated to serving
the best interests of all stockholders. Of these nine directors, seven
would be independent and four would have joined your Board since 2008,
bringing fresh perspectives and relevant business experience to your
Board. Further, your Board would collectively possess a broad and
diverse set of skills, experiences and insights in the areas of solid
waste collection, recycling, disposal services, operations, accounting,
finance, investment banking, mergers and acquisitions, capital markets,
capital allocation, capital structure, risk management, and strategic
planning.
WE BELIEVE THAT JCP'S NOMINEES LACK THE RELEVANT EXPERIENCE
NECESSARY
TO DRIVE LONG-TERM STOCKHOLDER VALUE
We believe that there are very real and stark differences between our
nominees and the candidates proposed by JCP. We believe that experience
matters and that none of JCP's nominees have experience comparable to
that of either of the two members of your Board that JCP is seeking to
replace. Further, we do not believe that any of JCP's nominees would
bring to your Board any relevant insights, perspectives, skills or
competencies not already present among the current members of the
Casella Board. Consider the following with respect to JCP's two proposed
director candidates:
-
JCP Nominee Brett W. Frazier (Age 60) - Mr.
Frazier has no public company board experience. His
board experience is limited to serving on the board of directors of
his local country club. Accordingly, Mr. Frazier has no experience, as
a public company board member, overseeing management, directly
developing or implementing strategies to enhance long-term stockholder
value or fulfilling the important fiduciary duties owed to
stockholders by the directors of a public company.
-
JCP Nominee James C. Pappas (Age 34) - Mr.
Pappas has no experience in the waste management industry,
either as an executive or as a member of a board of directors.
Furthermore, while Mr. Pappas refers to his relatively short tenure of
working less than three (3) years in investment banking as a "career
with major investment banking firms," the facts are that Mr.
Pappas was employed during that short period by two different firms,
in each case as a junior-level investment banking analyst. In
addition, Mr. Pappas' public company board experience has mostly been
limited to food-related companies and an exploration stage Canadian
mining company that had its stock traded in the Over-the-Counter (OTC)
market. This publicly-traded, exploration-stage,
Canadian mining company ceased operations in 2013 during Mr. Pappas'
tenure on its board of directors after failing to identify a suitable
strategic option. In the company's press release announcing
that it would be ceasing operations, it also announced that Mr. Pappas
had communicated his intention to resign from its board of directors.
As such, in addition to having no waste management industry experience
and no substantial investment banking experience, we believe that Mr.
Pappas has no relevant public company board experience or track record
that would provide him with the insights, experiences, skills and
competencies, or industry knowledge, that are relevant to Casella's
strategic priorities.
SUPPORT YOUR BOARD'S HIGHLY QUALIFIED NOMINEES
BY VOTING
THE WHITE PROXY CARD TODAY
The upcoming Annual Meeting is a significant event that could determine
the future of Casella. Your vote is important - no matter how many
shares you own - as no stockholder is too small.
Whether or not you plan to attend the Annual Meeting, we urge you to
sign, date and return the enclosed WHITE
proxy card in the postage-paid envelope provided and vote FOR
ALL your Board's highly qualified and very experienced
nominees - John W. Casella, William P. Hulligan
and James E. O'Connor. You may also vote by telephone or
Internet by following the instructions on the enclosed WHITE
proxy card.
We also urge you to discard any proxy card or voting instruction form
you may receive from JCP. Even a WITHHOLD vote with respect to JCP's
nominees on its proxy card will cancel any proxy previously given to
Casella. If you previously signed a proxy card sent to you by JCP, you
can revoke that proxy card and vote for your Board's recommended
nominees by voting a new WHITE proxy
card. Only your latest-dated proxy card will count. Your Board
encourages you to vote each WHITE
proxy card you receive.
On behalf of your Board of Directors, we thank you for your continued
support of Casella. We look forward to communicating further with you in
the coming weeks.
|
|
|
|
|
|
|
|
Sincerely,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John W. Casella
|
|
|
|
|
|
|
Gregory B. Peters
|
Chairman & CEO
|
|
|
|
|
|
|
Lead Independent Director
|
|
|
|
|
|
|
|
|
If you have any questions, require additional copies of Casella's
proxy materials or need assistance in
voting your WHITE
proxy card, please contact our proxy solicitor at the phone numbers or
email listed
below:
Mackenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500
(Call Collect) or Call Toll-Free (800) 322-2885
Email: proxy@mackenziepartners.com
Forward-Looking Statements
Certain matters discussed in this letter are "forward-looking
statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such by
the context of the statements, including words such as "believe,"
"expect," "anticipate," "plan," "may," "would," "intend," "estimate,"
"guidance" and other similar expressions, whether in the negative or
affirmative. Similarly, statements that describe the objectives, plans
or goals of Casella are forward-looking. Such forward-looking statements
include, but are not limited to, statements regarding the anticipated
proxy contest by JCP Investment Management, LLC and the other
participants in its solicitation, Casella's initiatives to improve
Casella's performance and increase its growth and profitability,
Casella's future operational and financial performance, Casella's
actions taken or contemplated to enhance its long-term prospects and
enhance value for its stockholders, Casella's efforts to execute on and
implement its strategic plan, Casella's plans to simplify its business
structure, Casella's actions taken or contemplated with respect to
corporate and board governance, Casella's plans to improve its cash
flows and reduce its risk exposure by divesting or closing operations
that do not fit within its core strategy, Casella's plans to strengthen
its balance sheet, promote financial flexibility and position Casella to
achieve its target growth trajectory and Casella's plans to achieve its
three (3) year financial objectives and to drive additional value
creation for the benefit of all its stockholders. These forward-looking
statements are based on current expectations, estimates, forecasts and
projections and management's current beliefs and assumptions and,
accordingly, are not guarantees of future performance. Such
forward-looking statements, and all phases of Casella's operations,
involve a number of risks and uncertainties, any one or more of which
could cause actual results to differ materially from those described in
Casella's forward-looking statements. There are a number of important
risks and uncertainties that could cause Casella's actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and uncertainties
include, without limitation, risks related to the actions of JCP and
other activist stockholders, including the amount of related costs
incurred by Casella and the disruption caused to Casella's business
activities by these actions and those risks detailed in Item 1A, "Risk
Factors" in Casella's Form 10-KT for the transition period ended
December 31, 2014, in its Form 10-Q for the quarterly period ended June
30, 2015 and in its subsequent filings with the SEC. Accordingly, you
should not rely upon forward-looking statements as a prediction of
actual results. Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Information And Where To Find It
Casella, its directors and certain of its executive officers are deemed
to be participants in the solicitation of proxies from Casella's
stockholders in connection with the matters to be considered at
Casella's 2015 Annual Meeting of Stockholders. On September 22, 2015,
Casella filed a definitive proxy statement and accompanying definitive WHITE proxy
card with the Securities and Exchange Commission ("SEC")
in connection with the solicitation of proxies from Casella stockholders
in connection with the matters to be considered at Casella's 2015 Annual
Meeting of Stockholders. Information regarding the identity of
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in such definitive proxy statement,
including the schedules and appendices thereto. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE
ACCOMPANYING WHITE PROXY CARD AND OTHER
DOCUMENTS FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders
may obtain the definitive proxy statement, any amendments or supplements
to the definitive proxy statement, the accompanying definitive WHITE proxy
card, and any other documents filed by Casella with the SEC for no
charge at the SEC's website at www.sec.gov.
Copies are also available at no charge at the Investor Relations section
of Casella's corporate website at www.casella.com,
by writing to Casella's Corporate Secretary at Casella Waste Systems,
Inc., 25 Greens Hill Lane, Rutland, VT 05701, or by calling Casella's
Corporate Secretary at (802) 772-2257.
###
Casella is being advised in connection with the proxy contest by Wilmer
Cutler Pickering Hale and Dorr LLP and Morgan, Lewis & Bockius LLP.
Mackenzie Partners, Inc. is serving as Casella's proxy solicitor.
About Casella Waste Systems, Inc.
Casella Waste Systems, Inc., headquartered in Rutland, Vermont, provides
solid waste management services consisting of collection, transfer,
disposal, and recycling services in the northeastern United States. For
further information, investors may contact Ned Coletta, Chief Financial
Officer at (802) 772-2239; media may contact Joseph Fusco, Vice
President at (802) 772-2247; and anyone may visit Casella's website at http://www.casella.com.
Forward-Looking Statements
Certain matters discussed in this press release are "forward-looking
statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such by
the context of the statements, including words such as "believe,"
"expect," "anticipate," "plan," "may," "would," "intend," "estimate,"
"guidance" and other similar expressions, whether in the negative or
affirmative. Similarly, statements that describe the objectives, plans
or goals of Casella are forward-looking. Such forward-looking statements
include, but are not limited to, statements regarding the anticipated
proxy contest by JCP Investment Management, LLC and the other
participants in its solicitation, Casella's initiatives to improve
Casella's performance and increase its growth and profitability,
Casella's future operational and financial performance, Casella's
actions taken or contemplated to enhance its long-term prospects and
enhance value for its stockholders, Casella's efforts to execute on and
implement its strategic plan, Casella's plans to simplify its business
structure, Casella's actions taken or contemplated with respect to
corporate and board governance, Casella's plans to improve its cash
flows and reduce its risk exposure by divesting or closing operations
that do not fit within its core strategy, Casella's plans to strengthen
its balance sheet, promote financial flexibility and position Casella to
achieve its target growth trajectory and Casella's plans to achieve its
three (3) year financial objectives and to drive additional value
creation for the benefit of all its stockholders. These forward-looking
statements are based on current expectations, estimates, forecasts and
projections and management's current beliefs and assumptions and,
accordingly, are not guarantees of future performance. Such
forward-looking statements, and all phases of Casella's operations,
involve a number of risks and uncertainties, any one or more of which
could cause actual results to differ materially from those described in
Casella's forward-looking statements. There are a number of important
risks and uncertainties that could cause Casella's actual events to
differ materially from those indicated or implied by such
forward-looking statements. These additional risks and uncertainties
include, without limitation, risks related to the actions of JCP and
other activist stockholders, including the amount of related costs
incurred by Casella and the disruption caused to Casella's business
activities by these actions and those risks detailed in Item 1A, "Risk
Factors" in Casella's Form 10-KT for the transition period ended
December 31, 2014, in its Form 10-Q for the quarterly period ended June
30, 2015 and in its subsequent filings with the SEC. Accordingly, you
should not rely upon forward-looking statements as a prediction of
actual results. Casella undertakes no obligation to update publicly any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required by law.
Important Additional Information And Where To Find It
Casella, its directors and certain of its executive officers are deemed
to be participants in the solicitation of proxies from Casella's
stockholders in connection with the matters to be considered at
Casella's 2015 Annual Meeting of Stockholders. On September 22, 2015,
Casella filed a definitive proxy statement and accompanying definitive WHITE proxy
card with the Securities and Exchange Commission ("SEC")
in connection with the solicitation of proxies from Casella stockholders
in connection with the matters to be considered at Casella's 2015 Annual
Meeting of Stockholders. Information regarding the identity of
participants, and their direct or indirect interests, by security
holdings or otherwise, is set forth in such definitive proxy statement,
including the schedules and appendices thereto. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE
ACCOMPANYING WHITE PROXY CARD AND OTHER
DOCUMENTS FILED BY CASELLA WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders
may obtain the definitive proxy statement, any amendments or supplements
to the definitive proxy statement, the accompanying definitive WHITE proxy
card, and any other documents filed by Casella with the SEC for no
charge at the SEC's website at www.sec.gov.
Copies are also available at no charge at the Investor Relations section
of Casella's corporate website at www.casella.com,
by writing to Casella's Corporate Secretary at Casella Waste Systems,
Inc., 25 Greens Hill Lane, Rutland, VT 05701, or by calling Casella's
Corporate Secretary at (802) 772-2257.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151001005544/en/
Casella Waste Systems, Inc.
Investors:
Chief Financial
Officer
Ned Coletta, 802-772-2239
or
Media:
Vice
President
Joseph Fusco, 802-772-2247
or
Sard Verbinnen &
Co.
Mark Harnett/Zachary Tramonti, 212-687-8080
Source: Casella Waste Systems, Inc.
News Provided by Acquire Media