Highlights ISS Recommendation that Stockholders Vote the WHITE
Proxy Card FOR ALL Casella Director Nominees
Stockholders Are Urged to Vote the WHITE
Proxy Card Today
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, highlights that Institutional Shareholder Services Inc.
(ISS), the leading independent third-party proxy advisory firm, has
issued a report recommending that Casella stockholders vote the WHITE
proxy card for all of Casella's director nominees at the 2015 Annual
Meeting. Additionally, the letter comments on Casella's recent
announcements relating to its improved financial results for the period
ended September 30, 2015 and the appointment of James E. O'Connor as the
Casella Board's lead independent director.
The Casella Board recommends that stockholders vote on the WHITE
proxy card FOR the election of all
three of its highly qualified and very experienced nominees - John
W. Casella, William P. Hulligan and James E. O'Connor - standing
for election at the 2015 Annual Meeting. 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 JCP Investment
Management, LLC and the other participants in its solicitation (the "JCP
Group").
As previously disclosed, the JCP Group is conducting a proxy contest and
is 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:
Dear Fellow Casella Stockholder:
YOUR VOTE ON THE WHITE PROXY CARD IS
NEEDED TO KEEP US MOVING FORWARD
This has been a very exciting year for Casella Waste Systems, Inc. Over
the past two and a half years, we have achieved significant progress and
momentum executing our strategy, strengthening our management team,
simplifying and streamlining our business, reducing our exposure to
risk, and positioning Casella for long-term growth and profitability.
Those efforts have resulted in demonstrable improvements in our
financial performance and operating results. In recent months, we have
been able to share a number of very exciting developments with you,
including our recent third quarter results, the additions to your Board
of Directors of waste management industry veterans William P. Hulligan
and James E. O'Connor and the appointment of James E. O'Connor as your
Board's Lead Independent Director. Each of these announcements are
examples of Casella both executing on its key initiatives and listening
to, valuing and acting upon input from our stockholders.
However, as many of you are likely aware, JCP Investment Management, LLC
("JCP"), which is led by activist investor James C. Pappas, is seeking
to disrupt our strategic trajectory and momentum by conducting a costly
and distracting proxy contest. JCP is seeking to elect two handpicked
director candidates, including Mr. Pappas, who has absolutely no
experience in the waste management industry, to your Board at our
upcoming 2015 Annual Meeting in opposition to the highly qualified and
very experienced nominees unanimously recommended by your Board.
IMPORTANT BREAKING NEWS!
LEADING INDEPENDENT THIRD-PARTY PROXY ADVISORY FIRM ISS RECOMMENDS
THAT STOCKHOLDERS VOTE THE WHITE PROXY CARD FOR
ALL OF CASELLA'S DIRECTOR NOMINEES
Despite this unnecessary distraction from JCP, which only began
accumulating its current holdings in Casella in May 2014, we are
extremely pleased to inform you that Institutional Shareholder Services
Inc. ("ISS"), the leading independent third-party proxy advisory firm,
has recommended that Casella stockholders vote the WHITE
proxy card FOR ALL three of
Casella's highly qualified and very experienced director nominees - John
W. Casella, William P. Hulligan and James E. O'Connor -
standing for election at the 2015 Annual Meeting.
ISS is globally recognized as the premier independent proxy advisory
firm with a marquee list of clients, including very prominent
institutional investors, mutual funds, pension funds, and other
fiduciaries. ISS conducts its own research, speaks separately with each
party involved in a proxy contest, and ultimately comes to a conclusion
as to which director candidates and which proxy card it believes its
clients should vote. In our case, after carefully reviewing the voting
alternatives, ISS has recommended that Casella stockholders vote the WHITE
proxy card for all three of Casella's highly qualified and very
experienced director nominees.
ISS' report indicates that ISS carefully considered Casella's
substantial progress over the past two and half years in improving its
financial and operating performance, refreshing its board of directors,
enhancing its corporate governance practices and pursuing strategic
initiatives to drive increased stockholder value. Specifically, ISS
noted the following in its October 24, 2015 report:
-
"The dissident [JCP] has not made a compelling case that further
change to the board continues to be warranted at this time."
-
"The two most recent additions [William P. Hulligan and James E.
O'Connor], both within the past year, appear to reflect the board's
commitment to chart a new course, in part, by adding credible industry
expertise to the independent directors."
-
"The current board appears to have made meaningful effort to put
the company back onto a more promising path, including through
reshuffling management, reassessing pricing structures, divesting
underperforming assets, cost controls and focus on operational
efficiency. Casella's most recent financial results also appear to
support the board's assertions that its strategy is yielding
improvements."
-
"The risk of derailing the recent improvements overseen by the
current board appears to outweigh the potential benefits of injecting
additional, but potentially duplicative new perspective to the board."
The recommendation from ISS that our stockholders should vote the WHITE
proxy card for all our highly qualified and very experienced director
nominees is another example of how third parties are taking notice of
the progress that Casella has made in charting a new course and
demonstrating improvements in its financial and operating performance.
CASELLA ANNOUNCES FINANCIAL RESULTS FOR THE THIRD QUARTER ENDED
SEPTEMBER 30, 2015
DEMONSTRATING IMPROVED FINANCIAL RESULTS DRIVEN BY STRONG EXECUTION
On October 23, 2015, Casella reported results for the three-month period
ended September 30, 2015, and demonstrated that it continues to execute
well against key strategies driving improved financial and operating
performance. Third quarter financial achievements included the following:
-
Revenues were $146.2 million for the third quarter, up $4.3
million, or 3.0%, from the same period in 2014. Revenues year-to-date
were $406.5 million, up $14.1 million, or 3.6%, from the same period
in 2014.
-
Operating income for the third quarter was $12.7 million, up $2.1
million, or 19.5%, from the same period in 2014. Operating income
year-to-date was $27.2 million, up $20.7 million, or 319.5%, from the
same period in 2014.
-
Net income attributable to common stockholders was $2.3 million, up
$1.2 million, or 112.6%, from the same period in 2014.
These results are a testament to the relentless hard work and dedication
from our employees as well as our entire Board and senior management
team. We are pleased that we have continued to improve across our key
operating and financial metrics and hope to maintain this momentum as
2015 comes to a close.
SUPPORT YOUR BOARD'S HIGHLY QUALIFIED NOMINEES BY VOTING THE WHITE
PROXY CARD TODAY
The upcoming Annual Meeting, which is only ten days away, is a
significant event that could determine the future of Casella. Your
vote is crucial - no matter how many shares you own - please vote today.
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 and hope to see you at next week's Annual Meeting of
Stockholders.
Sincerely,
John
W. Casella
James
E. O'Connor
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, including, but not limited to,
the statements regarding preliminary financial results, 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
September 30, 2015 and in its subsequent filings with the Securities and
Exchange Commission ("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 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, including, but not
limited to, the statements regarding preliminary financial results, 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
September 30, 2015 and in its subsequent filings with the Securities and
Exchange Commission ("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/20151027005655/en/
Investors:
Casella Waste Systems, Inc.
Ned Coletta,
802-772-2239
Chief Financial Officer
or
Media:
Joseph
Fusco, 802-772-2247
Vice President
or
Sard Verbinnen & Co.
Mark
Harnett/Zachary Tramonti, 212-687-8080
Source: Casella Waste Systems, Inc.
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