SECURE Waste Infrastructure (SES) investor relations material

Deal rationale and strategic fit

• Acquisition creates a leading Western Canadian waste management platform, expanding and densifying the footprint, asset base, and service offerings, and enabling vertical integration across the value chain.

• Aligns with strategy to control the waste value chain from collection to final disposal, focusing on solid waste and recurring, high-margin business.

• Accelerates achievement of multi-year financial targets and supports long-term equity value creation.

• SECURE's network of 80+ facilities and infrastructure complements the acquirer's platform, enabling broader waste stream capture and integration.

• Business characterized by stable, highly recurring cash flows, with over 80% of volumes tied to recurring waste streams.

Financial terms and conditions

• Enterprise value of approximately CAD 6.4 billion, with purchase price of $24.75 per SECURE share, representing a 23% premium to the 60-day VWAP.

• Consideration is 80% in subordinate voting shares and 20% in cash; SECURE shareholders may elect all-cash or all-share, subject to proration.

• Acquisition price represents about 11x 2026 adjusted EBITDA (including ~$25M in cost synergies) or 18x free cash flow.

• SECURE has CAD 600 million in outstanding notes, likely to be exchanged or taken out; incremental CAD 1.5–2 billion in new unsecured debt expected.

• Transaction is fully financed, leverage-neutral, and maintains current credit rating profile.

Synergies and expected cost savings

• Identified CAD 25 million in annual cost synergies, mainly from duplicative G&A and public company costs, expected by year 1 post-close.

• Potential for 2–3x higher synergies through commercial overlap, revenue generation, and internalizing waste.

• Enhanced free cash flow generation and improved Adjusted EBITDA margin and conversion metrics; margin expected to increase to 31.6% with free cash flow conversion between 40.5% and 42.5%.

• Deal is immediately accretive, increasing Adjusted Free Cash Flow per share by 12% to 15%.

• Additional upside expected from integrating customer bases and leveraging complementary facility networks.