SECURE Waste Infrastructure (SES) M&A announcement summary

Deal rationale and strategic fit

• Acquisition creates a leading waste management platform in Western Canada, expanding and densifying the footprint, enhancing scale, and broadening service offerings.

• SECURE's infrastructure and network complement the acquirer's platform, enabling broader waste stream capture and value chain integration.

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

• Aligns with strategy to control the waste value chain from collection to final disposal, with minimal competitive overlap.

• Not a shift in strategy but a scale-up of existing operations in a market with favorable long-term outlooks.

Financial terms and conditions

• Enterprise value of approximately CAD 6.4 billion for 100% of SECURE's common shares, with a purchase price of $24.75 per share, a 23% premium to the 60-day VWAP.

• Consideration is 80% in subordinate voting shares and 20% in cash; shareholders may elect their preferred mix, subject to proration.

• Transaction is leverage-neutral, fully financed, and maintains balance sheet flexibility.

• Acquisition price represents ~11x 2026 adjusted EBITDA or ~18x free cash flow, expected to generate compelling standalone returns.

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

Synergies and expected cost savings

• Identified CAD 25 million in run-rate 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 and revenue generation as integration progresses.

• Adjusted EBITDA margin expected to increase to 31.6%, with Adjusted Free Cash Flow conversion between 40.5% and 42.5% on a pro forma basis.

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

• Additional upside expected from internalizing waste volumes and cross-selling opportunities.