UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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| Item 8.01 | Other Events. |
As previously disclosed, on June 3, 2024, Stericycle, Inc., a Delaware corporation (“Stericycle” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Waste Management, Inc., a Delaware corporation (“Parent”) and Stag Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Stericycle (the “Merger”), with Stericycle continuing as the surviving corporation of the Merger and as an indirect, wholly-owned subsidiary of Parent.
On September 23, 2024, each of the Company and Parent received a supplementary information request (“SIR”) from the Competition Bureau of Canada (“Competition Bureau”) in connection with the Competition Bureau’s review of the proposed Merger. The SIR has the effect of extending the waiting period applicable to the consummation of the Merger under the Canadian Competition Act until 30 days after the Company and Parent have responded to the information requests in the SIR, unless that waiting period is terminated in less than 30 days by the Competition Bureau. The Company and Parent are confident in their ability to timely and effectively respond to the SIR. The Company and Parent will continue to work closely and cooperatively with the Competition Bureau as the agency conducts its review of the proposed Merger, and will respond to, and expects to expeditiously resolve, any questions from the Competition Bureau.
As Stericycle previously announced, in satisfaction of several of the closing conditions in the Merger Agreement, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired and the Merger has also received antitrust clearance from the Competition Authority (Autoridade da Concorrência) of Portugal, foreign investment approval from the UK Investment Security Unit within the Cabinet Office and confirmation from the UK Competition and Markets Authority that it has no further questions. In addition, the Merger has received antitrust clearance from the National Markets and Competition Commission (Comisión Nacional de los Mercados y la Competencia) of Spain. Stericycle previously announced that its stockholders voted to approve the adoption of the Merger Agreement (and thereby approve the Merger) on August 14, 2024, satisfying another closing condition.
The Merger remains subject to clearance under the Canadian Competition Act (as discussed above) and other customary closing conditions under the Merger Agreement, including the clearance of the Merger under the foreign investment laws of Spain, but Stericycle continues to anticipate completing the Merger as early as the fourth quarter of 2024.
Forward Looking Statements
This filing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when Stericycle or its management is discussing its beliefs, estimates or expectations. Such statements generally include words such as “believes,” “expects,” “intends,” “anticipates,” “estimates,” “continues,” “may,” “plan,” “will,” “goal,” or similar expressions. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, many of which are outside Stericycle’s control, which could cause actual results to differ materially from what is contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the proposed transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain required regulatory approvals for the proposed transaction or the failure to satisfy the other conditions to the consummation of the proposed transaction; (2) the risk that the proposed transaction disrupts Stericycle’s current plans and operations or diverts management’s attention from its ongoing business; (3) the effect of the announcement of the proposed transaction on the ability of Stericycle to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (4) the effect of the announcement of the proposed transaction on Stericycle’s operating results and business generally; (5) the significant costs, fees and expenses related to the proposed transaction; (6) the risk that Stericycle’s stock price may decline significantly if the proposed transaction is not consummated; (7) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the proposed transaction and instituted against Stericycle and/or its directors, executive officers or other related persons; and (8) other factors that could affect Stericycle’s business such as, without limitation, inflationary cost pressure in labor, supply chain, energy, and other expenses, decreases in the volume of regulated wastes or personal and confidential information collected from customers, and disruptions resulting from deployment of systems, disruptions in our supply chain, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, Sorted Office Paper (“SOP”) pricing volatility or pricing volatility in other commodities, changes in the volume of paper processed by our secure information destruction business and the revenue generated from the sale of SOP, and changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information. If the proposed transaction is consummated, Stericycle’s stockholders will cease to have any equity interest in Stericycle and will have no right to participate in its earnings and future growth.
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These and other factors are identified and described in more detail in Stericycle’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as Stericycle’s subsequent filings and is available online at www.sec.gov. Readers are cautioned not to place undue reliance on Stericycle’s projections and other forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, Stericycle undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STERICYCLE, INC. | ||||||
| Date: | September 24, 2024 | By: | /s/ Janet H. Zelenka | |||
| Janet H. Zelenka | ||||||
| Executive Vice President, Chief Financial Officer & Chief Information Officer | ||||||
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