Egan-Jones Acknowledges Casella's Success of Executing Key Strategies
and Driving Improved Financial Performance
Casella Urges Stockholders to Follow Egan Jones' and ISS'
Recommendations and Vote on the WHITE Proxy
Card FOR ALL of Casella's Board Nominees
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 Egan-Jones, one of the leading U.S. proxy advisory firms, has
published a report recommending that Casella stockholders vote the WHITE
proxy card FOR ALL three of
Casella's director-nominees - John W. Casella,
William P. Hulligan and James E. O'Connor - standing for
election at the 2015 Annual Meeting of Stockholders to be held on
November 6, 2015. The Egan-Jones recommendation follows the recent
recommendation of Institutional Shareholder Services Inc. (ISS), which
also recommended that Casella stockholders vote the WHITE
proxy card FOR ALL three of
Casella's director nominees. As previously disclosed, JCP Investment
Management, LLC ("JCP") 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.
Commenting on the Egan-Jones report, Casella issued the following
statement:
"We are very pleased that Egan-Jones, an extremely reputable and
independent proxy advisory firm, has thoroughly examined the voting
alternatives and has recommended that stockholders vote for all three of
Casella's director nominees on the WHITE
proxy card. As we have stated consistently, we do not believe that any
of JCP's nominees have experience comparable to that of any of the
highly qualified and very experienced members of the Casella Board that
JCP is seeking to replace and we believe that JCP's proposed board
candidates lack the relevant experience necessary to drive long-term
stockholder value. We also do not believe that any of JCP's nominees
would bring to Casella's Board any relevant insights, perspectives,
skills or competencies not already present among the current members of
the Casella Board"
In its recommendation, Egan-Jones highlighted the following:
-
Voting FOR management's nominees and voting FOR management's
proposals on the WHITE proxy card is in the best interest of Casella
and its stockholders;
-
JCP has made an insufficient case to warrant the election of its
nominees to Casella's Board of Directors;
-
Casella has continued to execute well against its key strategies
and is driving improved financial performance; and
-
Casella's Board is composed of nine highly-qualified and
experienced directors, seven of whom are independent, and boasts a
broad and diverse set of skills and experiences in the areas of solid
waste collection, recycling, disposal services, operations,
accounting, finance, mergers and acquisitions, capital markets,
capital allocation, capital structure, risk management, and strategic
planning.
Casella stockholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. All
stockholders of record as of September 18, 2015 are entitled to vote at
the 2015 Annual Meeting of Stockholders. Casella urges stockholders to
vote FOR ALL
three of Casella's director nominees - John W.
Casella, William P. Hulligan and James E. O'Connor - on the WHITE
proxy card today.
Stockholders may vote by returning the WHITE
proxy card or by phone or Internet by following the instructions on the WHITE
proxy card they have received. Stockholders are urged to discard any
gold proxy card or voting instruction form they may have received from
JCP. Even a WITHHOLD vote with respect to JCP's nominees on its gold
proxy card will cancel any proxy previously given to Casella. If a
stockholder previously signed a gold proxy card sent by JCP, that proxy
card can be revoked by voting a new WHITE
proxy card for the Board's recommended nominees. Only the
latest-dated proxy will count.
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.casellastockholders.com.
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
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/20151027006921/en/
Casella Waste Systems, Inc.
Investors:
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.
News Provided by Acquire Media
