Leading Proxy Research and Corporate Governance Firm States, 'Perhaps
the Most Remarkable Aspect of JCP's Plan for Casella is Precisely How
Unremarkable it is'
Casella Urges Stockholders to Follow the Recommendations of Three
Leading Independent Proxy Advisors 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 Proxy Mosaic, one of the leading U.S. proxy research and corporate
governance firms, has published a report recommending that Casella
stockholders vote the WHITEproxy
card FOR ALLthree 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 Proxy Mosaic recommendation follows the recent recommendations of
Institutional Shareholder Services Inc. (ISS) and Egan-Jones, both of
which recommended that Casella stockholders vote the WHITEproxy card FOR ALLthree 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
director-nominees unanimously recommended by the Casella Board.
In its report recommending that Casella stockholders vote the WHITEproxy card FORALLthree of
the highly qualified and experienced director-nominees unanimously
recommended by the Casella Board, Proxy Mosaic questioned the ultimate
goals of JCP and highlighted the unwarranted proposals presented by JCP.
Proxy Mosaic stated:
'We suspect that JCP may be contemplating forcing a sale of the
Company to a strategic acquirer. With that in mind, we would urge
shareholders to consider the following: Frankly, it makes little sense
to initiate a sale before the Company's strategic transformation has had
a chance to fully develop. There is clearly value within Casella that
has yet to be unlocked, and though a sale would likely present an
attractive return on JCP's investment, long-term shareholders may not
stand to benefit quite as much.'
'Perhaps the most remarkable aspect of JCP's plan for Casella is
precisely how unremarkable it is. Its ‘100-day plan' reads like a
laundry list of steps that the Company has taken or will take as part of
its 2012 transformation. JCP proposes that the Company ‘review
underperforming landfills and collections operations'; the Company has
already begun ‘reposition[ing] assets and improve[ing] operations,'
while ‘focus[ing] on operational efficiency programs.' JCP's suggestion
that the Company ‘seek ways to de-lever the business immediately' is not
dissimilar to the Company's own efforts to reduce risk, improve the
balance sheet, and increase cash flows. JCP maintains that a vote for
its nominees is ‘not a vote against the current business plan.' That
much is obvious, but it raises an important question: what exactly is a
vote for JCP's nominees for?'
'With recent shareholder returns indicating that Management's
strategic transformation has been largely successful, we are left
wondering: What exactly is JCP's end-game here? If its goal is to
instill corporate governance changes, the Company has responded by
reconstituting its board and implementing many corporate governance
‘best practices'; if its goal is to drive operational change, we would
point out that the Company's new pricing strategy has already begun to
expand margins, and macroeconomic conditions may create additional
opportunities to enhance profitability in the future. There is still a
long way to go before the transformation can be said to have been fully
effectuated, but evolution, not revolution, should be the goal here.'
Additionally, Proxy Mosaic recognized Casella's recent financial and
operating achievements. Proxy Mosaic noted:
'The Company, on the other hand, boasts strong progress that has been
made since it redirected its strategy and reshuffled its management team
in December 2012. The Company made a number of changes - some of which
have been very recent - that have begun to deliver value. Though the
changes initially took some time to bear fruit, the Company's share
price has been on a tear recently, handily beating its peers and the
market as a whole.'
Proxy Mosaic also took note of Casella's belief that JCP's nominees
would not add any value to the Board. Proxy Mosaic indicated:
'Frankly, we see little value in adding yet another director with
waste management to the Board in Brett Frazier. While Mr. Frazier is
certainly well-qualified, the Board is already well-stocked with
industry expertise.'
Commenting on why it believed that Mr. Pappas' election to the Board
could be potentially harmful to Casella, Proxy Mosaic noted:
'[W]e believe that his election to the Board could potentially
disrupt the execution of Management's strategic plan.'
'Ultimately, we believe that Mr. Pappas's election would present a
substantial risk, and one that is not outweighed by the quality of his
credentials. The Board and Management are beginning to demonstrate that
they do in fact have the capacity to deliver long-term value to
shareholders, and we believe that they should be given the opportunity
to continue to execute on the plan that has already yielded promising
results.'
'The choice, in our view, is a fairly clear one; the election of the
Dissident simply presents an unacceptable risk of disrupting the current
plan, which is thoughtfully designed and has been efficiently executed
in a way that has been and should continue to be value-accretive for
shareholders.'
Commenting on the Proxy Mosaic report, Casella issued the following
statement:
'We are pleased that Proxy Mosaic, an independent and highly regarded
proxy research and corporate governance firm, has meticulously reviewed
the voting alternatives and has recommended that stockholders vote for
all three of Casella's director nominees on the WHITEproxy card. Proxy Mosaic clearly comprehends that our execution of our
strategic initiatives is producing positive momentum and we sincerely
appreciate their endorsement. 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.'
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 FORALLthree of Casella's director nominees - John W.
Casella, William P. Hulligan and James E. O'Connor- on the WHITEproxy card today.
Stockholders may vote by returning the WHITEproxy card or by phone or Internet by following the instructions on the WHITEproxy 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 WHITEproxy 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 WHITEproxy
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 WHITEPROXY 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 WHITEproxy
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/20151028006410/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.
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