BRAINTREE, Mass., Feb. 25, 2002 -- Clean Harbors Inc., a provider of environmental and bio-hazard remediation services throughout the United States and Puerto Rico, today announced that it has signed a definitive agreement to acquire the Chemical Services Division of Safety-Kleen Corp. (CSD/SK), one of the nation's largest environmental services companies.
Under terms of the agreement, Clean Harbors will purchase the division from Safety-Kleen for $46.3 million in cash and will assume certain environmental liabilities valued at approximately $265 million.
"The acquisition of Safety Kleen's Chemical Services business represents a tremendously exciting opportunity for Clean Harbors. We believe it positions us as the premier North American environmental services provider, significantly expands our geographic footprint, substantially broadens the whole range of services we can offer to customers of both companies, and builds upon our strong national brand name, which is synonymous with quality," said Alan S. McKim, Clean Harbors' Chairman and Chief Executive Officer. "This transaction dovetails with all three elements of our growth strategy -- geographic expansion, a focus on new products and services, and increased penetration of existing markets. Moreover, we believe that by applying our sophisticated IT systems -- the most technologically advanced in the environmental services industry -- to CSD/SK's operations, we will improve service to our combined customers, and achieve substantial cost efficiencies and dramatic gains in productivity."
Based on current information and subject to additional due diligence review, Clean Harbors expects to generate in excess of $100 million of EBITDA during the first full year after the synergies of the combined operations have been realized. The combined company is expected to have annualized revenue of approximately $750 million, as well as approximately 4,400 employees and 38,000 customers including a vast majority of the Fortune 500.
"In an industry where brand equity and performance are critical, Clean Harbors' reputation as a leader in hazardous waste management has been reinforced through our work at the World Trade Center site and the decontamination of anthrax-tainted buildings in New York," McKim said. "By integrating the highly skilled CSD/SK employees with the team of professionals at Clean Harbors and applying our -edge systems to the combined company, we are creating an even stronger and more efficient company. We look forward to completing the necessary governmental approvals in the coming months, beginning the integration process and transforming our spirit of teamwork into a new era of accomplishment for the expanded Clean Harbors. We intend to be not just a larger company, but a better company as well."
CSD/SK consists of 50 primary facilities, including among others -- 21 service centers, 6 wastewater treatment facilities, 9 landfills and 4 incinerators. The addition of Safety-Kleen's 50 facilities further broadens Clean Harbors' geographic reach, particularly in the West Coast and Southwest regions, as well as in Canada and Mexico and will make Clean Harbors the largest operator of hazardous waste disposal facilities in North America.
The acquisition will not include Safety-Kleen's Pinewood Landfill in South Carolina. Safety-Kleen Corp. is currently under Chapter 11 protection in U.S. Bankruptcy Court for the District of Delaware, which it entered voluntarily along with 73 of its U.S. subsidiaries, in June 2000. Clean Harbors' acquisition is subject to the approval of the Bankruptcy Court, subject to various regulatory approvals, satisfactory completion of the due diligence process and obtaining adequate financing. The acquisition does not require shareholder approval by either company. Clean Harbors expects the transaction to close during the third quarter of 2002.
