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INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary Proxy Statement | ||
o Confidential, For Use of the Commission Only (as permitted by Rule 14a6(e)(2)) | ||
o Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Under Rule 14a-12 |
LAIDLAW INTERNATIONAL, INC.
Payment of Filing Fee (Check the appropriate box):
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials: |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) | Amount previously paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
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SPECIAL MEETING OF STOCKHOLDERS
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Annex A — Agreement and Plan of Merger | A-1 | |
Annex B — Opinion of Morgan Stanley & Co. Incorporated | B-1 | |
Annex C — Section 262 of the Delaware General Corporation Law | C-1 |
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Q: | Why am I receiving this proxy statement? | |
A: | Our board of directors is furnishing this proxy statement in connection with the solicitation of proxies to be voted at a special meeting of stockholders, or at any adjournments or postponements of the special meeting. | |
Q: | What am I being asked to vote on? | |
A: | You are being asked to vote to approve a merger agreement that provides for the acquisition of Laidlaw by FirstGroup. The proposed acquisition would be accomplished through a merger of Fern Acquisition Vehicle Corporation, a wholly owned subsidiary of FirstGroup (which we refer to in this proxy statement as “merger sub” or “Fern Acquisition”), with and into Laidlaw. As a result of the merger, Laidlaw will become a wholly-owned subsidiary of FirstGroup and Laidlaw common stock will cease to be listed on the New York Stock Exchange, will not be publicly traded and will be deregistered under the Securities Exchange Act of 1934, as amended (which we refer to in this proxy statement as the “Exchange Act”). | |
In addition, you are being asked to grant Laidlaw management discretionary authority to adjourn or postpone the special meeting. If, for example, we do not receive proxies from stockholders holding a sufficient number of shares to approve the proposed transaction, we could use the additional time to solicit additional proxies in favor of approval of the merger agreement. | ||
Q: | What will I receive in the merger? | |
A: | As a result of the merger, our stockholders will receive $35.25 in cash, without interest and less any applicable withholding tax, for each share of Laidlaw common stock they own at the effective time of the merger. For example, if you own 100 shares of Laidlaw common stock, you will receive $3,525.00 in cash, less any applicable withholding tax, in exchange for your 100 shares. | |
Q: | What do I need to do now? | |
A: | We urge you to read this proxy statement carefully and consider how the merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible, or vote via the Internet or telephone, so that your shares can be voted at the special meeting of our stockholders.Please do not send your stock certificates with your proxy card. | |
Q: | How does Laidlaw’s board recommend that I vote? | |
A: | At a meeting held on February 8, 2007, Laidlaw’s board of directors approved the merger agreement and determined that the merger agreement and the merger are in the best interests of Laidlaw and its stockholders.Our board of directors unanimously recommends that you vote “FOR” approval of the merger agreement and “FOR” the proposal to adjourn or postpone the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of the approving the merger agreement at the time of the special meeting. | |
Q: | Do any of Laidlaw’s directors or officers have interests in the merger that may differ from those of Laidlaw stockholders? | |
A: | Yes. When considering the recommendation of Laidlaw’s board of directors, you should be aware that members of Laidlaw’s board of directors and Laidlaw’s executive officers have interests in the merger other than their interests as Laidlaw stockholders generally. These interests may be different from, or in conflict with, your interests as Laidlaw stockholders. The members of our board of directors were aware of these additional interests, and considered them, when they approved the merger agreement. See “The Merger — |
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Interests of Laidlaw’s Directors and Executive Officers in the Merger” beginning on page 27 for a description of the rights of our directors and executive officers that come into effect in connection with the merger. | ||
Q: | What factors did the Laidlaw board of directors consider in making its recommendation? | |
A: | In making its recommendation, our board of directors took into account, among other things, the $35.25 per share cash consideration to be received by holders of our common stock in the merger, not only in relation to the current market price of our common stock but also in relation to the current value of Laidlaw and our board of directors’ estimate of the future value of Laidlaw as an independent entity, other strategic alternatives for the Company’s business, the business, competitive position, strategy and prospects of Laidlaw, the written opinion of our financial advisor, and the terms and conditions of the merger agreement. | |
Q: | What vote is required to approve the merger agreement? | |
A: | Approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. | |
As of [ • ], 2007, the record date for determining who is entitled to vote at the special meeting, there were [ • ] shares of Laidlaw common stock issued and outstanding. | ||
Q: | Where and when is the special meeting of stockholders? | |
A: | The Laidlaw special meeting will be held on [ • ] at [ • ] a.m., Chicago time, at the Hilton Lisle/Naperville, 3003 Corporate West Drive, Lisle, Illinois 60532. You may attend the special meeting and vote your shares in person. | |
Q: | Who is entitled to vote at the special meeting? | |
A: | Only stockholders of record as of the close of business on [ • ], 2007 are entitled to receive notice of the special meeting and to vote the shares of our common stock that they held at that time at the special meeting, or at any adjournments or postponements of the special meeting. | |
Q: | May I vote in person? | |
A: | Yes. If your shares are not held in “street name” through a broker or bank you may attend the special meeting and vote your shares in person, rather than signing and returning your proxy card or voting via the Internet or telephone. If your shares are held in “street name,” you must get a proxy from your broker or bank in order to attend the special meeting and vote in person. Even if you plan to attend the special meeting in person, we urge you to complete, sign, date and return the enclosed proxy or vote via the Internet or telephone to ensure that your shares will be represented at the special meeting. | |
Q: | May I vote via the Internet or telephone? | |
A: | If your shares are registered in your name, you may vote by returning a signed proxy card or voting in person at the special meeting. Additionally, you may submit a proxy authorizing the voting of your shares over the Internet by accessingwww.proxyvote.comand following the on-screen instructions or telephonically by calling1-800-690-6903 and following the telephone voting instructions. Proxies submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on [ • ], 2007. | |
You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy over the Internet or telephone. Based on your Internet and telephone voting, the proxy holders will vote your shares according to your directions. | ||
If your shares are held in “street name” through a broker or bank, you may vote by completing and returning the voting form provided by your broker or bank, or by the Internet or telephone through your broker or bank if such a service is provided. To vote via the Internet or telephone through your broker or bank, you should follow the instructions on the voting form provided by your broker or bank. | ||
Q: | What happens if I do not return my proxy card, do not vote via the Internet or telephone or do not attend the special meeting and vote in person? | |
A: | The approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Therefore, if you do not return your proxy card, do not vote via the Internet or telephone or do not attend the special meeting and vote in |
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person, it will have the same effect as if you voted “AGAINST” approval of the merger agreement. For the proposal to adjourn or postpone the special meeting, including, if necessary or appropriate, to solicit additional proxies, abstentions will have no effect on the outcome, assuming a quorum is present. | ||
Q: | May I change my vote after I have mailed my signed proxy card? | |
A: | Yes. You may change your vote at any time before your proxy card is voted at the special meeting. You can do this in one of three ways. | |
• First, you can deliver to the Corporate Secretary of Laidlaw a written notice bearing a date later than the proxy you delivered to Laidlaw stating that you would like to revoke your proxy. | ||
• Second, you can complete, execute and deliver to the Corporate Secretary of Laidlaw a new, later-dated proxy card for the same shares. If you submitted the proxy you are seeking to revoke via the Internet or telephone, you may submit this later-dated new proxy using the same method of transmission (Internet or telephone) as the proxy being revoked, provided the new proxy is received by 11:59 p.m., Eastern Time, on [ • ], 2007. | ||
• Third, you can attend the meeting and vote in person. Your attendance at the special meeting alone will not revoke your proxy. | ||
Any written notice of revocation or subsequent proxy should be delivered to Laidlaw at 55 Shuman Blvd., Suite 400, Naperville, Illinois 60563, Attention: Corporate Secretary, or hand-delivered to our Corporate Secretary at or before the taking of the vote at the special meeting. | ||
If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions. | ||
Q: | If my broker holds my shares in “street name,” will my broker vote my shares for me? | |
A: | Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares following the procedure provided by your broker. Without instructions, your shares will not be voted, which will have the same effect as if you voted against approval of the merger agreement. | |
Q: | What should I do if I receive more than one set of voting materials? | |
A: | You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive. | |
Q: | What happens if I sell my shares of Laidlaw common stock before the special meeting? | |
A: | The record date for the special meeting is earlier than the date of the special meeting and the date the merger is expected to be completed. If you transfer your shares of Laidlaw common stock after the record date but before the special meeting, you will retain your right to vote at the special meeting, but will transfer the right to receive the merger consideration. Even if you transfer your shares of Laidlaw common stock after the record date, we urge you to complete, sign, date and return the enclosed proxy or vote via the Internet or telephone. | |
Q: | Will the merger be taxable to me? | |
A: | The receipt of cash in exchange for your shares of Laidlaw common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a U.S. stockholder will recognize gain or loss equal to the difference between the amount of cash received by that stockholder in the merger and that stockholder’s adjusted tax basis in the shares of Laidlaw common stock exchanged for cash in the merger. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects to you. See “The Merger — Material United States Federal Income Tax Consequences of the Merger.” |
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Q: | What will the holders of Laidlaw stock options receive in the merger? | |
A: | At the effective time of the merger, each outstanding option to purchase shares of Laidlaw common stock, whether or not vested or exercisable, will be canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $35.25 over the applicable exercise price of such option multiplied by (ii) the total number of shares of Laidlaw common stock subject to such option. See “The Merger — Effects on Awards Outstanding Under Laidlaw’s Employee Plans” beginning on page 35. | |
Q: | What regulatory approvals and filings are needed to complete the merger? | |
A: | The merger is subject to compliance with the applicable requirements of theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and theCompetition Act(Canada), as amended, or the Competition Act. In addition, the merger is subject to the approval of certain other governmental and regulatory agencies. See “The Merger — Regulatory Matters” beginning on page 38. | |
Q: | When do you expect the merger to be completed? | |
A: | We are working toward completing the merger as quickly as possible and currently expect to consummate the merger later this year. In addition to obtaining stockholder approval, all other closing conditions, including the receipt of regulatory approvals, must be satisfied or, to the extent permitted, waived prior to the consummation of the merger. | |
Q: | What rights do I have if I oppose the merger? | |
A: | Laidlaw’s stockholders are entitled to exercise appraisal rights in connection with the merger. If you do not vote in favor of the merger and it is completed, you may seek payment of the fair value of your shares under Delaware law. To do so, however, you must strictly comply with all of the required procedures under Delaware law. See “The Merger — Appraisal Rights” beginning on page 32. | |
Q: | Should I send in my stock certificates now? | |
A: | No. After the merger is completed, you will receive written instructions for exchanging your shares of our common stock for the merger consideration of $35.25 in cash, without interest and less any applicable withholding tax, for each share of our common stock you hold. | |
Q: | Who can help answer my questions? | |
A: | If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger, including the procedures for voting your shares, you should contact: |
Attn: Investor Relations
55 Shuman Blvd., Suite 400
Naperville, Illinois 60563
48 Wall Street
New York, New York 10005
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55 Shuman Boulevard, Suite 400
Naperville, Illinois 60563
Telephone:(630) 848-3000
395 King Street
Aberdeen, Scotland AB24 5RP
Telephone: 44 1224 650 100
395 King Street
Aberdeen, Scotland AB24 5RP
Telephone: 44 1224 650 100
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• | the excess of $35.25, if any, over the exercise price per share of common stock subject to such option and | |
• | the number of shares of common stock subject to such option. |
• | the business, competitive position, strategy and prospects of Laidlaw, the position of current and likely competitors, and current industry, economic and market conditions; | |
• | the fact that we will no longer exist as an independent public company and our stockholders will forgo any future increase in our value that might result from our earnings or possible growth as an independent company; | |
• | the possible alternatives to the merger, the range of potential benefits to our stockholders of the possible alternatives and the timing and the likelihood of accomplishing the goals of such alternatives; | |
• | the likelihood that, in our board of directors’ view, conducting an extensive public auction process before approving the merger would be detrimental to Laidlaw by posing significant risks to our existing operations, including risks relating to our customer base and employee retention; |
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• | the $35.25 per share in cash to be paid as merger consideration in relation to the current market price of Laidlaw shares and also in relation to the current value of Laidlaw and our board of directors’ estimate of the future value of Laidlaw as an independent entity and, specifically, the fact that the $35.25 per share in cash to be paid as merger consideration represents (1) a 20.3% premium over the average closing price of our common stock in the 30 days prior to February 2, 2007, the date the Teamsters union issued a press release speculating on a potential sale of the Company and (2) a 11.1% premium over the closing price of our common stock on February 8, 2007, the last full trading day before the public announcement of the merger; | |
• | the opinion of Morgan Stanley & Co. Incorporated, or Morgan Stanley, to the effect that, as of February 8, 2007, and based upon and subject to the various factors, assumptions and limitations set forth in the opinion, the $35.25 per share in cash consideration to be received by the holders of shares of Laidlaw common stock pursuant to the merger agreement was fair, from a financial point of view, to such stockholders; | |
• | the value of the consideration to be received by Laidlaw stockholders and the fact that the consideration would be paid in cash, which provides certainty and immediate value to our stockholders; | |
• | the terms of the financing arrangements entered into by FirstGroup in connection with the merger and the fact that such financing was committed prior to the execution of the merger agreement; | |
• | the fact that the merger is not subject to any financing condition; | |
• | the conditions to FirstGroup’s obligation to complete the merger, FirstGroup’s right to terminate the merger agreement in certain circumstances and the termination fee which FirstGroup may be required to pay us if we or they terminate the merger agreement in certain circumstances; | |
• | the conditions to our obligation to complete the merger, our right to terminate the merger agreement in certain circumstances and the termination fee which we may be required to pay FirstGroup if we or they terminate the merger agreement in certain circumstances; | |
• | the fact that under and subject to the terms of the merger agreement, we cannot solicit a third party acquisition proposal, but we can furnish information to and negotiate with a third party in response to an unsolicited bona fide acquisition proposal that our board of directors reasonably determines is or will lead to a superior proposal; | |
• | the likelihood that the proposed acquisition would be completed, in light of the financial capabilities and reputation of FirstGroup; | |
• | the risk that we might not receive necessary regulatory approvals and clearances, or do not receive such approvals and clearances on terms that would require FirstGroup to complete the merger; and | |
• | the interests that our directors and executive officers may have with respect to the merger, in addition to their interests as stockholders of Laidlaw generally, as described in “The Merger — Interests of Laidlaw’s Directors and Executive Officers in the Merger.” |
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• | consider and vote upon the approval of the merger agreement; | |
• | adjourn or postpone the special meeting, including, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes in favor of approval of the merger agreement at the time of the special meeting; and | |
• | transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting. |
• | Our directors and executive officers will have their vested and unvested stock options canceled and cashed out in connection with the merger, meaning that they will receive cash payments, without interest and less any applicable withholding tax, equal to the product of the excess of $35.25, if any, over the exercise price per share of common stock subject to such option and the number of shares of our common stock subject to such option. As of March 1, 2007, our directors and executive officers held, in the aggregate, vestedin-the-money stock options to acquire 696,250 shares of our common stock and unvestedin-the-money stock options to acquire 666,250 shares of our common stock. | |
• | Our directors and executive officers will have their unvested restricted shares and deferred shares canceled and converted into the right to receive $35.25 in the same manner as shares of our common stock in connection with the merger. As of March 1, 2007, our directors and executive officers held, in the aggregate, 75,939 unvested shares of restricted stock and 429,375 unvested deferred shares. | |
• | Our current executive officers have entered into agreements with us that provide certain severance payments and benefits in the event ofhis/her termination of employment under certain circumstances. In addition, the agreements provide that in the event any benefit received by the executive officer gives rise to an excise tax for the executive officer, the executive officer is also entitled to a“gross-up” payment in an amount that would place the executive officer in the same after-tax position that he would have been in if no excise tax had applied. |
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• | The merger agreement provides for indemnification arrangements for each of our current and former directors and officers that will continue for six years following the effective time of the merger, as well as for insurance coverage covering his or her service to Laidlaw as a director or officer. |
• | the merger agreement is approved by our stockholders at the special meeting; | |
• | at the extraordinary general meeting of FirstGroup’s shareholders, FirstGroup’s shareholders approve ordinary resolutions to (i) approve the merger, (ii) increase FirstGroup’s authorized share capital, (iii) authorize FirstGroup’s board of directors to allot share capital of FirstGroup and (iv) authorize FirstGroup’s board of directors to incur borrowings to effect the financing of the merger; | |
• | no applicable law is in effect which prohibits the consummation of the merger; | |
• | the waiting periods required under the HSR Act relating to the merger have expired or been terminated or waived and we have received approval under the Competition Act; | |
• | the U.S. government has completed its national security review under the Exon-Florio Statute of the Defense Production Act of 1950, as amended, and concluded that no adverse action with respect to the merger is necessary; and | |
• | all actions by, or filings with, the U.S. Surface Transportation Board necessary to permit the consummation of the merger have been taken, made or obtained. |
• | we have performed in all material respects all of our obligations required under the merger agreement at or prior to the effective time; | |
• | our representations and warranties in the merger agreement and any writing delivered pursuant thereto (disregarding all materiality and company material adverse effect, as defined in the merger agreement, qualifications contained therein) are true and correct at and as of the effective time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only exceptions as, individually or in the aggregate, have not had and are not reasonably expected to have a company material adverse effect; | |
• | FirstGroup has received a certificate signed by an executive officer of Laidlaw certifying that the conditions described in the preceding two bullets have been satisfied by Laidlaw; | |
• | there is no pending action or proceeding by any governmental authority or any applicable law (i) seeking to restrain or prohibit consummation of the merger or seeking material damages in connection with the merger, (ii) seeking to restrain or prohibit FirstGroup’s or Fern Acquisition’s ownership or operation of any material portion of the business or assets of Laidlaw and its subsidiaries, taken as a whole, (iii) seeking to compel FirstGroup or its subsidiaries to take certain actions which the merger agreement does not require FirstGroup to take or (iv) that is otherwise reasonably likely to have a company material adverse effect; | |
• | there has not occurred and is not continuing any event or facts that, individually or in the aggregate, have had or would reasonably be expected to have a company material adverse effect; and | |
• | holders of fewer than 10% of the shares of our common stock have demanded (and not withdrawn) appraisal of their shares in accordance with Delaware law. |
• | each of FirstGroup and Fern Acquisition has performed in all material respects its obligations required under the merger agreement at or prior to the effective time; |
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• | the representations and warranties of FirstGroup and Fern Acquisition in the merger agreement and any writing delivered pursuant thereto (disregarding all materiality and parent material adverse effect, as defined in the merger agreement, qualifications contained therein) are true and correct at and as of the effective time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only exceptions as, individually or in the aggregate, have not had and are not reasonably expected to have a parent material adverse effect; and | |
• | we have received a certificate signed by an executive officer of FirstGroup certifying that the conditions described in the preceding two bullets have been satisfied by FirstGroup. |
• | solicit, initiate or take any action to knowingly facilitate or encourage the submission of any acquisition proposal; | |
• | enter into or participate in any discussions or negotiations with, furnish any information relating to it or its respective subsidiaries or afford access to its business, properties, assets, books or records or otherwise cooperate in any way with any third party that is seeking to make, or has made, an acquisition proposal; | |
• | grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities; | |
• | fail to make, withdraw or modify in a manner adverse to the other party the approval or recommendation of its board of directors (or recommend an acquisition proposal or take any action or make any statement inconsistent with the approval or recommendation of the merger); or | |
• | enter into any agreement in principle, letter of intent, term sheet or other similar instrument relating to an acquisition proposal. |
• | such acquisition proposal constitutes a superior proposal; | |
• | the party in receipt of such superior proposal promptly notifies the other party, in writing, at least three business days before taking such action; and | |
• | the other party, after receipt of notification, does not make an offer within three business days that is at least as favorable to the stockholders of the party in receipt of such superior proposal as the superior proposal. |
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• | by mutual written consent; | |
• | by either us or FirstGroup if: |
• | the merger has not been consummated on or before August 8, 2007, provided that, in the event that as of such date all applicable conditions to closing have been satisfied or waived (other than the expiration of the waiting period under the HSR Act and the receipt of Competition Act approval), such date may be extended by us or FirstGroup up to an aggregate of three months, subject to certain exceptions; | |
• | applicable law makes consummation of the merger illegal or prohibited; or | |
• | if our stockholders or FirstGroup’s shareholders do not approve the merger transaction at the applicable stockholder meeting (including any adjournment or postponement thereof), subject to certain exceptions. |
• | our board of directors modifies its recommendation to stockholders to approve the merger agreement; | |
• | a breach of any representation or warranty or failure to perform any covenant or agreement on our part has occurred that would cause us to fail to satisfy a condition to completion of the merger agreement and such condition cannot be satisfied within three months of August 8, 2007; | |
• | we have willfully and materially breached our obligations in connection with our stockholder meeting, the preparation and filing of this proxy statement, the recommendation to our stockholders to approve the merger transaction and related matters or our obligations in connection with the provisions governing non-solicitation described above; or | |
• | prior to FirstGroup’s shareholder meeting, its board of directors has made a change in its recommendation to shareholders to approve the merger transaction in compliance with the terms of the merger agreement in order to enter into a definitive written agreement concerning a superior proposal. |
• | FirstGroup’s board of directors modifies its recommendation to FirstGroup’s shareholders to approve the merger agreement; | |
• | a breach of any representation or warranty or failure to perform any covenant or agreement on the part of FirstGroup or Fern Acquisition has occurred that would cause them to fail to satisfy a condition to completion of the merger agreement and such condition cannot be satisfied within three months of August 8, 2007; | |
• | FirstGroup has willfully and materially breached its obligations in connection with its shareholder meeting, the preparation and filing of its shareholder circular, the recommendation to its shareholders to approve the merger transaction and related matters or its obligations in connection with the provisions governing non-solicitation described above; and | |
• | prior to our stockholder meeting, our board of directors has made a change in its recommendation to stockholders to approve the merger agreement in compliance with the terms thereof in order to enter into a definitive written agreement concerning a superior proposal. |
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• | FirstGroup terminates the merger agreement due to a change in the recommendation by our board of directors that our stockholders approve the merger agreement; | |
• | FirstGroup terminates the merger agreement due to our willful and material breach of our obligations in connection with our stockholder meeting, the preparation and filing of this proxy statement, or the recommendation to our stockholders to approve the merger agreement or our obligations in connection with the provisions governing non-solicitation; or | |
• | we terminate the merger agreement in order to enter into a definitive written agreement concerning a superior proposal. |
• | within 12 months of termination, we enter into or consummate an alternative transaction with the party who made the acquisition proposal prior to termination; or | |
• | within 6 months of termination, we enter into or consummate an alternative transaction with a party other than the party who made the acquisition proposal prior to termination, pursuant to which the total of (i) the net debt to be assumed by such party and (ii) the aggregate consideration received by the Company and our stockholders in connection with the acquisition proposal exceeds $3.601 billion; provided, that, in this case, the amount of the termination fee will be the lesser of $43.35 million and the excess of the total consideration paid over $3.601 billion; | |
• | provided, that, for the purposes of determining if this termination fee must be paid, the definition of acquisition proposal means an offer or proposal relating to an acquisition, merger or similar transaction involving more than 50% of the assets or voting securities of the Company, rather than the 25% threshold that generally applies throughout the merger agreement, and allows transactions relating to the Greyhound business to be considered together with all other relevant transactions in determining whether an acquisition proposal has been made. |
• | either party terminates the merger agreement as a result of FirstGroup’s failure to obtain its shareholder approval; | |
• | we terminate the merger agreement due to a change in recommendation by FirstGroup’s board of directors that its shareholders approve the merger; | |
• | we terminate the merger agreement due to FirstGroup’s willful and material breach of its obligations in connection with its shareholder meeting, the preparation and filing of its shareholder circular, or the recommendation to its shareholders to approve the merger or its obligations in connection with the provisions governing non-solicitation; or |
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• | FirstGroup terminates the merger agreement in order to enter into a definitive written agreement concerning a superior proposal. |
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• | The ability to successfully integrate Laidlaw and FirstGroup into a combined company and execute its business strategy; | |
• | Economic and other market factors, including competitive pressures in the transportation industry and changes in pricing policies; | |
• | The ability to implement initiatives designed to realize synergies, increase operating efficiencies or improve results; | |
• | Continued increases in prices of fuel and potential shortages; | |
• | Control of costs related to accident and other risk management claims; | |
• | The potential for rising labor costs and actions taken by organized labor unions; | |
• | Terrorism and other acts of violence; | |
• | Other risks and uncertainties related to the proposed transaction, including but not limited to the satisfaction of the conditions to closing; including receipt of stockholder, regulatory, and other approvals; and | |
• | Other risks and uncertainties described in Laidlaw’s filings with the SEC. |
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Fiscal Quarters | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Fiscal Year 2007(through February 28, 2007) | ||||||||||||||||
High | $ | 29.42 | $ | 34.80 | — | — | ||||||||||
Low | $ | 26.47 | $ | 28.49 | — | — | ||||||||||
Fiscal Year ended August 31, 2006 | ||||||||||||||||
High | $ | 25.68 | $ | 28.34 | $ | 29.40 | $ | 27.35 | ||||||||
Low | $ | 21.09 | $ | 21.42 | $ | 24.30 | $ | 24.10 | ||||||||
Fiscal Year ended August 31, 2005 | ||||||||||||||||
High | $ | 19.00 | $ | 23.00 | $ | 23.43 | $ | 26.50 | ||||||||
Low | $ | 14.46 | $ | 18.85 | $ | 20.41 | $ | 22.47 |
Common Stock | ||||
Closing Price | ||||
February 8, 2007 | $ | 31.72 | ||
[ • ], 2007 | $ | [ • ] |
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• | the business, competitive position, strategy and prospects of Laidlaw, the position of current and likely competitors, and current industry, economic and market conditions; | |
• | the fact that we will no longer exist as an independent public company and our stockholders will forgo any future increase in our value that might result from our earnings or possible growth as an independent company; | |
• | the possible alternatives to the merger, the range of potential benefits to our stockholders of the possible alternatives and the timing and the likelihood of accomplishing the goals of such alternatives; |
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• | the likelihood that, in our board of directors’ view, conducting an extensive public auction process before approving the merger would be detrimental to Laidlaw by posing significant risks to our existing operations, including risks relating to our customer base and employee retention; | |
• | the $35.25 per share in cash to be paid as merger consideration in relation to the current market price of Laidlaw shares and also in relation to the current value of Laidlaw and our board of directors’ estimate of the future value of Laidlaw as an independent entity and, specifically, the fact that the $35.25 per share in cash to be paid as merger consideration represents (1) a 20.3% premium over the average closing price of our common stock in the 30 days prior to February 2, 2007, the date the Teamsters union issued a press release speculating on a potential sale of the Company and (2) a 11.1% premium over the closing price of our common stock on February 8, 2007, the last full trading day before the public announcement of the merger; | |
• | the opinion of Morgan Stanley to the effect that, as of February 8, 2007, and based upon and subject to the various factors, assumptions and limitations set forth in the opinion, the $35.25 per share in cash consideration to be received by the holders of our common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders; | |
• | the value of the consideration to be received by Laidlaw stockholders and the fact that the consideration would be paid in cash, which provides certainty and immediate value to our stockholders; | |
• | the terms of the financing arrangements entered into by FirstGroup in connection with the merger and the fact that such financing was committed prior to the execution of the merger agreement; | |
• | the fact that the merger is not subject to any financing condition; | |
• | the conditions to FirstGroup’s obligation to complete the merger, FirstGroup’s right to terminate the merger agreement in certain circumstances and the termination fee which FirstGroup may be required to pay us if we or they terminate the merger agreement in certain circumstances; | |
• | the conditions to our obligation to complete the merger, our right to terminate the merger agreement in certain circumstances and the termination fee which we may be required to pay FirstGroup if we or they terminate the merger agreement in certain circumstances; | |
• | the fact that under and subject to the terms of the merger agreement, we cannot solicit a third party acquisition proposal, but we can furnish information to and negotiate with a third party in response to an unsolicited bona fide acquisition proposal that our board of directors reasonably determines is or will lead to a superior proposal; | |
• | the likelihood that the proposed acquisition would be completed, in light of the financial capabilities and reputation of FirstGroup; | |
• | the risk that we might not receive necessary regulatory approvals and clearances, or do not receive such approvals and clearances on terms that would require FirstGroup to complete the merger; and | |
• | the interests that our directors and executive officers may have with respect to the merger, in addition to their interests as stockholders of Laidlaw generally, as described in “The Merger — Interests of Laidlaw’s Directors and Executive Officers in the Merger.” |
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Offer Price as | ||||||||
Compared to | ||||||||
Laidlaw’s Common | ||||||||
Stock Price, | ||||||||
Price | Implied Premium to | |||||||
($) | Previous Period | |||||||
Unaffected Price (February 2, 2007) | 29.83 | 18.2 | % | |||||
30 day Trailing Average | 29.29 | 20.3 | % | |||||
60 day Trailing Average | 29.65 | 18.9 | % | |||||
52 Week High | 31.35 | 12.4 | % | |||||
52 Week Low | 24.10 | 46.3 | % | |||||
1 year Trailing Average | 27.20 | 29.6 | % | |||||
3 year Trailing Average | 22.12 | 59.4 | % | |||||
High Since June 23, 2003 | 31.35 | 12.4 | % | |||||
Low Since June 23, 2003 | 7.44 | 373.8 | % |
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• | Arriva plc | |
• | FirstGroup plc | |
• | Go-Ahead Group plc | |
• | Laidlaw International, Inc. | |
• | National Express Group plc | |
• | Stagecoach Group plc |
Comparable | Laidlaw as Implied | |||
Companies | at Merger | |||
Metric | Range of Multiples | Consideration | ||
Aggregate Value / CY 2007E EBITDA | 6.4x – 9.7x | 7.3x | ||
Price / CY 2007E Earnings | 15.2x – 19.4x | 23.2x |
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• | January 2000 — ATC/Vancom, Inc. / National Express Group plc | |
• | May 2000 — School Services & Leasing, Inc. / National Express Group plc | |
• | June 2001 — Vimeca Transport Group / Stagecoach Portugal | |
• | June 2002 — Stock Transportation Group / National Express Group plc | |
• | September 2004 — National Bus Company Pty, Ltd. and National Bus Company Queensland / Ventura Motors Pty, Ltd. and Connex Group | |
• | June 2005 — Tellings Golden Miller plc, London Bus Division / National Express Group plc | |
• | July 2005 — ATC/Vancom, Inc / Connex North America, Inc. | |
• | October 2005 — ALSA Grupo S.L.U. / National Express Group plc |
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• | the excess of $35.25, if any, over the exercise price per share of common stock subject to such option and | |
• | the number of shares of common stock subject to such option. |
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No. of Shares | No. of Shares | Consideration | Consideration | |||||||||||||||||||||||||
Underlying | Underlying | Weighted Average | Weighted Average | Resulting from | resulting from | |||||||||||||||||||||||
Vested | Unvested | Exercise Price of | Exercise Price of | Vested Stock | Unvested | Total Resulting | ||||||||||||||||||||||
Options | Options | Vested Options | Unvested Options | Options | Stock Options | Consideration | ||||||||||||||||||||||
Directors | ||||||||||||||||||||||||||||
John F. Chlebowski | 13,500 | 13,500 | $ | 15.58 | $ | 24.98 | $ | 265,545 | $ | 138,645 | $ | 404,190 | ||||||||||||||||
James H. Dickerson, Jr. | 13,500 | 13,500 | $ | 15.58 | $ | 24.98 | $ | 265,545 | $ | 138,645 | $ | 404,190 | ||||||||||||||||
Lawrence M. Nagin | 13,500 | 13,500 | $ | 15.58 | $ | 24.98 | $ | 265,545 | $ | 138,645 | $ | 404,190 | ||||||||||||||||
Richard P. Randazzo | 13,500 | 13,500 | $ | 15.58 | $ | 24.98 | $ | 265,545 | $ | 138,645 | $ | 404,190 | ||||||||||||||||
Maria A. Sastre | 13,500 | 13,500 | $ | 15.58 | $ | 24.98 | $ | 265,545 | $ | 138,645 | $ | 404,190 | ||||||||||||||||
Peter E. Stangl | 20,250 | 20,250 | $ | 15.58 | $ | 24.98 | $ | 398,318 | $ | 207,968 | $ | 606,285 | ||||||||||||||||
Carroll R. Wetzel, Jr. | 13,500 | 13,500 | $ | 15.58 | $ | 24.98 | $ | 265,545 | $ | 138,645 | $ | 404,190 | ||||||||||||||||
Executive Officers | ||||||||||||||||||||||||||||
Kevin E. Benson | 341,667 | 178,333 | $ | 16.04 | $ | 23.04 | $ | 6,562,250 | $ | 2,177,000 | $ | 8,739,250 | ||||||||||||||||
Beth B. Corvino | 76,667 | 113,333 | $ | 17.36 | $ | 23.58 | $ | 1,371,667 | $ | 1,322,333 | $ | 2,694,000 | ||||||||||||||||
Mary B. Jordan | — | 50,000 | — | $ | 28.47 | — | $ | 338,950 | $ | 338,950 | ||||||||||||||||||
Jeffrey W. Sanders | 35,000 | 90,000 | $ | 17.05 | $ | 26.64 | $ | 637,083 | $ | 775,067 | $ | 1,412,150 | ||||||||||||||||
Jeffery A. McDougle | 31,667 | 83,333 | $ | 17.62 | $ | 26.66 | $ | 558,417 | $ | 715,833 | $ | 1,274,250 | ||||||||||||||||
Douglas A. Carty | 110,000 | 50,000 | $ | 16.22 | $ | 21.32 | $ | 2,093,333 | $ | 696,667 | $ | 2,790,000 | ||||||||||||||||
Totals | 696,250 | 666,250 | $ | 13,214,338 | $ | 7,065,688 | $ | 20,280,025 | ||||||||||||||||||||
No. of Shares of | No. of Deferred | Resulting | ||||||||||
Restricted Stock | Shares | Consideration | ||||||||||
Directors | ||||||||||||
John F. Chlebowski | 10,125 | — | $ | 356,906 | ||||||||
James H. Dickerson, Jr. | 10,125 | — | $ | 356,906 | ||||||||
Lawrence M. Nagin | 10,125 | — | $ | 356,906 | ||||||||
Richard P. Randazzo | 10,125 | — | $ | 356,906 | ||||||||
Maria A. Sastre | 10,125 | — | $ | 356,906 | ||||||||
Peter E. Stangl | 15,189 | — | $ | 535,412 | ||||||||
Carroll R. Wetzel, Jr. | 10,125 | — | $ | 356,906 | ||||||||
Executive Officers | ||||||||||||
Kevin E. Benson | — | 167,500 | $ | 5,904,375 | ||||||||
Beth B. Corvino | — | 71,250 | $ | 2,511,563 | ||||||||
Mary B. Jordan | — | 20,000 | $ | 705,000 | ||||||||
Jeffrey W. Sanders | — | 51,500 | $ | 1,815,375 | ||||||||
Jeffery A. McDougle | — | 37,875 | $ | 1,335,094 | ||||||||
Douglas A. Carty | — | 81,250 | $ | 2,864,063 | ||||||||
Totals | 75,939 | 429,375 | $ | 17,812,319 | ||||||||
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No. of Shares | Weighted Average | |||||||||||||||
Underlying Unvested | Exercise Price of | Estimated Phanton | ||||||||||||||
Phantom Stock | Phantom Stock | Stock Price at | Estimated Resulting | |||||||||||||
Appreciation Rights | Appreciation Rights | Close | Consideration | |||||||||||||
Executive Officer | ||||||||||||||||
Douglas A. Carty | 150,000 | $ | 13.14 | $ | 14.10 | $ | 144,000 |
• | providing for a gross-up by the Company of any excise tax imposed on the officer under Code Section 4999 if the total payments that would be “parachute payments” (as defined in the Code) exceed the applicable threshold by 10% or more, or if such payments exceed the threshold by less than 10%, providing for a reduction of such payments; | |
• | continuing the effectiveness of restrictive covenants after a change in control; and | |
• | allowing for a pre-change in control termination by the officer for “good reason” (as defined in the agreement). |
• | change the manner in which each officer’s bonus portion of the severance calculation is determined following a change of control, which change would likely result in these officers receiving less severance upon a change of control than under the prior version of their employment agreements; | |
• | eliminate the officer’s rights to an automobile allowance and executive benefit stipend as additional perquisites and, in exchange, to increase the officer’s base salary by the value of such benefits; and | |
• | provide the officer with the right of up to $25,000 in outplacement services in the event the officer’s employment is terminated without cause prior to a change in control. |
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Potential Amount | Potential | Potential | Potential Total | |||||||||||||
of Cash | Estimated Present | Estimated | Estimated | |||||||||||||
Severence Payment | Value of Benefits | Gross-up Payment | Consideration | |||||||||||||
Executive officer | ||||||||||||||||
Kevin E. Benson | $ | 3,621,040 | $ | 25,983 | $ | 0 | $ | 3,647,023 | ||||||||
Beth Byster Corvino | $ | 1,496,872 | $ | 33,545 | $ | 0 | $ | 1,530,417 | ||||||||
Mary B. Jordan | $ | 1,035,707 | $ | 13,356 | $ | 0 | $ | 1,049,063 | ||||||||
Jeffrey W. Sanders | $ | 1,199,474 | $ | 33,426 | $ | 0 | $ | 1,232,900 | ||||||||
Jeffery A. McDougle | $ | 1,074,696 | $ | 33,248 | $ | 0 | $ | 1,107,944 | ||||||||
Douglas A. Carty | $ | 2,309,251 | $ | 34,323 | $ | 0 | $ | 2,343,574 | ||||||||
$ | 10,737,040 | $ | 173,881 | $ | 0 | $ | 10,910,921 | |||||||||
* | Estimates are subject to change based on the date of completion of the merger, date of termination of the executive officer, interest rates then in effect and certain other assumptions used in the calculation. |
• | Each of the Company’s directors (other than Mr. Stangl) shall receive cash compensation of $29,742, which amount represents 25% of the restricted stock grant that would have been granted to such director on September 1, 2007 under the Director Compensation Policy multiplied by a stock price of $35.25 per share. | |
• | Mr. Stangl, the Chairman of the Company’s board of directors, shall receive cash compensation of $44,617, which amount represents 25% of the restricted stock grant that would have been granted to him on September 1, 2007 under the Director Compensation Policy, multiplied by a stock price of $35.25 per share. |
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55 Shuman Blvd., Suite 400
Naperville, Illinois 60563
Telephone:(630) 848-3000
Attn: Investor Relations
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• | the excess of $35.25, if any, over the exercise price per share of common stock subject to such option and | |
• | the number of shares of common stock subject to such option. |
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Consolidated | 2007 | 2008 | 2009 | |||||||||
($ in millions) | ||||||||||||
Revenue | $ | 3,207 | $ | 3,303 | $ | 3,402 | ||||||
EBITDA(1) | $ | 477 | $ | 519 | $ | 551 | ||||||
Capital Expenditures | $ | 247 | $ | 298 | $ | 284 |
(1) | It should be noted that EBITDA is not a measure of performance under generally accepted accounting principles, and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flows or as a measure of liquidity. Further, management’s calculation of EBITDA may differ from that used by others. |
• | Consolidated revenue grows approximately 2.4% due to a successful fiscal 2006 bid season, acquisitions and charter revenue growth at Laidlaw Education Services and generally flat revenues at Greyhound and Laidlaw Transit. | |
• | Consolidated EBITDA increases 2.3% due to: |
• | Greyhound’s maturing network changes and a drop in lease expense; | |
• | EBITDA from revenue growth at Laidlaw Education Services is offset by project spending and increased fuel costs; and | |
• | declines at Laidlaw Transit due to a large gain on sale of property in the prior year. |
• | Capital expenditures remain below replacement levels as there are no significant new bus purchases at Greyhound. |
• | Revenue growth forecast at approximately 3% per year, which assumes inflationary price increases and no significant incremental volume growth. | |
• | EBITDA margins would expand approximately 80 basis points in fiscal 2008 and approximately 50 basis points in fiscal 2009, with margin improvements at: |
• | Laidlaw Education driven by lower fuel costs, operational efficiencies gained from projects started in 2007 and reduced project spending; | |
• | Greyhound due to the elimination of bus refurbishment costs as the program is completed in 2007 and reduced bus lease expenses; and | |
• | Laidlaw Transit due to reduced overhead expenses. |
• | Capital expenditures in fiscal 2008 and 2009 are above replacement levels as they include both new bus purchases at Greyhound, and bus lease buyouts at lease expiration ($30 million in 2008 and $16 million in 2009). |
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• | our corporate organization, subsidiaries and similar corporate matters; | |
• | our and our subsidiaries’ capital structures; |
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• | the authorization, execution, delivery and performance of the merger agreement and the transactions contemplated thereby and related matters with respect to Laidlaw; | |
• | resolutions by our board of directors with respect to (i) the determination of the advisability and fairness of the merger to Laidlaw and its stockholders, (ii) the approval of the merger agreement and the transactions contemplated thereby and (iii) the recommendation to our stockholders to adopt and approve the merger agreement; | |
• | the required actions by or in respect of, or filing with any governmental authority in connection with the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby by Laidlaw; | |
• | the absence of violations or breach of our organizational documents or provisions of applicable law, or the default or requirement of consent under any agreement or instrument legally binding on Laidlaw or its subsidiaries as a result of the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby by Laidlaw; | |
• | financial statements and documents that we have filed with or furnished to the SEC or the applicable securities regulatory authorities of the provinces and territories of Canada, as applicable, since August 31, 2004, our internal controls and procedures in connection therewith, our compliance with the applicable listing and corporate governance rules of the NYSE and other related matters; | |
• | the accuracy of information supplied by Laidlaw in connection with this proxy statement or supplied by Laidlaw in writing to FirstGroup in connection with their stockholder circular or financing documents; | |
• | in each case since August 31, 2006, the absence of: a material adverse effect on our business; amendments to our governing documents; any splits or reclassifications of or repurchases or redemptions of our capital stock; amendments to the terms of our or our subsidiaries’ securities; the incurrence of certain capital expenditures; mergers, acquisitions or plans of complete or partial liquidation, dissolution, recapitalization or restructuring; certain sales, leases, or transfers of or the incurrence of liens on assets, loans to or investments in other persons; the incurrence of certain indebtedness; changes in employee compensation and benefits; changes in methods of accounting or tax practices; or any agreements to do any of the foregoing; | |
• | the absence of undisclosed liabilities and the amount of net debt owed by us and our subsidiaries; | |
• | compliance with applicable laws; | |
• | the absence of pending or threatened litigation, claim, action, suit, investigation, audit or proceeding before any court, arbitrator or governmental authority; | |
• | licenses, franchises, permits, certificates, approvals, consents, registrations and similar authorizations of or from any governmental authority; | |
• | fees or commissions owed by us in connection with the transactions contemplated by the merger agreement; | |
• | the receipt of an opinion from Morgan Stanley as financial advisor to Laidlaw; | |
• | tax matters; | |
• | our employee benefit plans, agreements, collective bargaining agreements and matters relating to the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act and other related matters; | |
• | environmental matters; | |
• | intellectual property matters; | |
• | the validity and enforceability of our material contracts, and the absence of any breaches, violations or defaults under our material contracts; | |
• | title or valid leasehold interests in our properties; and |
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• | the inapplicability of our rights plan or antitakeover statutes enacted under U.S. state or federal law, including Section 203 of the DGCL, to the merger. |
• | their and Fern Acquisition’s corporate organization and similar corporate matters; | |
• | the authorization, execution, delivery and performance of the merger agreement and the transactions contemplated thereby and related matters with respect to FirstGroup and Fern Acquisition; | |
• | resolutions by FirstGroup’s board of directors with respect to (i) the approval of the merger agreement and the transactions contemplated thereby and (ii) the recommendation to its shareholders to approve the merger; | |
• | the required actions by or in respect of, or filing with any governmental authority in connection with the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby by FirstGroup and Fern Acquisition; | |
• | the absence of violations or breach of FirstGroup’s or Fern Acquisition’s organizational documents or provisions of applicable law, or the default or requirement of consent under any agreement or instrument legally binding on FirstGroup or Fern Acquisition as a result of the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby by FirstGroup or Fern Acquisition; | |
• | the accuracy of the information supplied by FirstGroup in writing in connection with this proxy statement; | |
• | fees or commissions owed by FirstGroup in connection with the transactions contemplated by the merger agreement; and | |
• | the execution by FirstGroup of facility agreements from financial institutions to provide funds in connection with the payment of the merger consideration. |
• | preserve intact its business organization consistent with ongoing business needs; | |
• | maintain in effect all of its material foreign, federal, state, provincial and local permits; | |
• | keep available the services of its executive officers and key employees; and | |
• | maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. |
• | amend its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise); | |
• | split, combine or reclassify any shares of our or our subsidiaries’ capital stock or declare, set aside or pay any dividend or other distribution in respect of such capital stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any of our or our subsidiaries’ securities, except for (i) forfeitures under restricted stock awards or share repurchases in connection with the exercise of stock options or the vesting of restricted stock awards consistent with past practice, (ii) dividends by any of our |
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wholly-owned subsidiaries and (iii) regular quarterly cash dividends on the shares of our common stock not in excess of $0.17 per quarter; |
• | issue, deliver or sell, or authorize the issuance, delivery or sale of, any shares of our or our subsidiaries’ securities other than the issuance of (i) any shares of common stock granted pursuant to restricted stock awards or upon the exercise of common stock options that, in each case, are outstanding as of the date of the merger agreement in accordance with the terms of those stock awards and options on the date of the merger agreement and (ii) any of our subsidiaries’ securities to us or any of our subsidiaries; | |
• | amend any term of any of our or our subsidiaries’ securities, in each case, whether by merger, consolidation or otherwise; | |
• | incur any capital expenditures or any obligations or liabilities in respect thereof, except for: (i) those contemplated by the capital expenditures set forth in forecasts made available to FirstGroup prior to the date of the merger agreement, (ii) those required by new revenue contracts entered into after the date of the merger agreement or (iii) any unforecasted capital expenditures not to exceed $10 million in the aggregate during the first six months following the date of the merger agreement or $15 million in the aggregate during the first nine months following the date of the merger agreement; | |
• | merge or consolidate with any person other than a subsidiary of Laidlaw; | |
• | acquire (including by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership, other business organization or any division thereof or any material amount of assets from any other person, other than Laidlaw or any of its subsidiaries, with a purchase price in excess of $10 million in the aggregate during the first six months following the date of the merger agreement or $15 million in the aggregate during the first nine months following the date of this merger agreement, except as set forth in forecasts made available to FirstGroup prior to the date of the merger agreement; | |
• | adopt a plan of complete or partial liquidation, dissolution, recapitalization or restructuring; | |
• | sell, lease or transfer, or create any lien on any of its assets except for sales in the ordinary course of business consistent with past practice; | |
• | other than in certain circumstances specified in the merger agreement, make any loans, advances or capital contributions to, or investments in, any other person, except in the ordinary course of business consistent with past practice; | |
• | create, incur, assume, suffer to exist or otherwise be liable with respect to any indebtedness for borrowed money or guarantees, subject to certain exceptions; | |
• | enter into any agreement or arrangement that limits or otherwise restricts in any material respect Laidlaw, any of its subsidiaries or any of their respective affiliates or any successor thereto or that could, after the effective time, limit or restrict in any material respect Laidlaw (also as the surviving corporation in the merger), any of its subsidiaries, FirstGroup or any of their respective affiliates, from engaging or competing in any line of business; | |
• | enter into any material contract, other than customer contracts entered into by Laidlaw’s public transit business, or amend, modify in any material respect or terminate any material contract or otherwise waive, release or assign any material rights, claims or benefits of Laidlaw or any of its subsidiaries; | |
• | terminate, renew, suspend, abrogate, amend or modify in any material respect any permit held by Laidlaw or any of its subsidiaries, other than in the ordinary course of business; | |
• | grant or increase any severance or termination pay to (or amend any existing arrangement with) any director, officer or employee of Laidlaw or any of its subsidiaries (in the case of employees, other than in the ordinary course of business consistent with past practice), or take certain other actions related to employee compensation and benefits; | |
• | change Laidlaw’s methods of accounting; |
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• | settle or propose to settle, (i) any material litigation, action, proceeding or other claim involving or against Laidlaw or any of its subsidiaries, with certain limited exceptions, (ii) any stockholder litigation or dispute against Laidlaw or any of its officers or directors or (iii) any material litigation, action, suit, action or proceeding or other claim that relates to the transactions contemplated hereby; | |
• | fail to use reasonable best efforts to maintain existing material insurance policies or comparable replacement policies where available for a similar reasonable cost; | |
• | make or change any material election with respect to taxes or filing any federal income tax return or take certain other actions with respect to tax matters; | |
• | take any action that would make any representation or warranty of Laidlaw inaccurate in any respect at, or as of any time before, the effective time; | |
• | take any action reasonably expected to result in any of the conditions to the merger not being satisfied or that would materially delay the closing of the transaction; or | |
• | agree, resolve or commit to do any of the foregoing. |
• | solicit, initiate or take any action to knowingly facilitate or encourage the submission of any acquisition proposal; | |
• | enter into or participate in any discussions or negotiations with, furnish any information relating to it or its respective subsidiaries or afford access to their business, properties, assets, books or records or otherwise cooperate in any way with any third party that is seeking to make, or has made, an acquisition proposal; | |
• | grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities; | |
• | fail to make, withdraw or modify in a manner adverse to the other party the approval or recommendation of its board of directors (or recommend an acquisition proposal or take any action or make any statement inconsistent with the approval or recommendation of the merger); or | |
• | enter into any agreement in principle, letter of intent, term sheet or other similar instrument relating to an acquisition proposal. |
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• | more favorable and provide greater value to its stockholders than the merger transaction, and |
• | reasonably capable of being consummated on the proposed terms and conditions, taking into account all aspects of the proposal, and for which financing, if a cash transaction (whether in whole or in part), is then fully committed or reasonably determined to be available by the applicable board of directors. |
• | such acquisition proposal constitutes a superior proposal; | |
• | the party in receipt of such superior proposal promptly notifies the other party, in writing, at least three business days before taking such action; and | |
• | the other party, after receipt of notification, does not make an offer within three business days that is at least as favorable to the stockholders of the party in receipt of such superior proposal as the superior proposal. |
• | the merger agreement is approved by our stockholders at the special meeting; | |
• | at the extraordinary general meeting of FirstGroup’s shareholders, FirstGroup’s shareholders approve ordinary resolutions to (i) approve the merger, (ii) increase FirstGroup’s authorized share capital, (iii) authorize FirstGroup’s board of directors to allot share capital of FirstGroup and (iv) authorize FirstGroup’s board of directors to incur borrowings to effect the financing of the merger; | |
• | no applicable law is in effect which prohibits the consummation of the merger; | |
• | the waiting periods required under the HSR Act relating to the merger have expired or been terminated or waived and we have received approval under the Competition Act; | |
• | the U.S. government has completed its national security review under the Exon-Florio Statute of the Defense Production Act of 1950, as amended, and concluded that no adverse action with respect to the merger is necessary; and |
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• | all actions by, or filings with, the U.S. Surface Transportation Board necessary to permit the consummation of the merger have been taken, made, or obtained. |
• | we have performed in all material respects all of our obligations required under the merger agreement at or prior to the effective time; | |
• | our representations and warranties in the merger agreement and any writing delivered pursuant thereto (disregarding all materiality and company material adverse effect (as defined in the merger agreement) qualifications contained therein) are true and correct at and as of the effective time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only exceptions as, individually or in the aggregate, have not had and are not reasonably expected to have a company material adverse effect; | |
• | FirstGroup has received a certificate signed by an executive officer of Laidlaw certifying that the conditions described in the preceding two bullets have been satisfied by Laidlaw; | |
• | there is no pending action or proceeding by any governmental authority or any applicable law (i) seeking to restrain or prohibit consummation of the merger or seeking material damages in connection with the merger, (ii) seeking to restrain or prohibit FirstGroup’s or Fern Acquisition’s ownership or operation of any material portion of the business or assets of Laidlaw and its subsidiaries, taken as a whole, (iii) seeking to compel FirstGroup or its subsidiaries to take certain actions which the merger agreement does not require FirstGroup to take or (iv) that is otherwise reasonably likely to have a company material adverse effect; | |
• | there has not occurred and is not continuing any event or facts that, individually or in the aggregate, have had or would reasonably be expected to have a company material adverse effect; and | |
• | holders of fewer than 10% of the shares of our common stock have demanded (and not withdrawn) appraisal of their shares in accordance with Delaware law. |
• | each of FirstGroup and Fern Acquisition has performed in all material respects its obligations required under the merger agreement at or prior to the effective time; | |
• | the representations and warranties of FirstGroup and Fern Acquisition in the merger agreement and any writing delivered pursuant thereto (disregarding all materiality and parent material adverse effect (as defined in the merger agreement) qualifications contained therein) are true and correct at and as of the effective time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only exceptions as, individually or in the aggregate, have not had and are not reasonably expected to have a parent material adverse effect; and | |
• | we have received a certificate signed by an executive officer of FirstGroup certifying that the conditions described in the preceding two bullets have been satisfied by FirstGroup. |
• | by mutual written consent; | |
• | by either us or FirstGroup if: |
• | the merger has not been consummated on or before August 8, 2007, provided that, in the event that as of such date all applicable conditions to closing have been satisfied or waived (other than the expiration of the waiting period under the HSR Act and the receipt of Competition Act approval), such date may be extended by us or FirstGroup up to an aggregate of three months, subject to certain exceptions; | |
• | applicable law makes consummation of the merger illegal or prohibited; or |
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• | if our stockholders or FirstGroup’s shareholders do not approve the merger transaction at the applicable stockholder meeting (including any adjournment or postponement thereof), subject to certain exceptions. |
• | our board of directors modifies its recommendation to stockholders to approve the merger agreement; | |
• | a breach of any representation or warranty or failure to perform any covenant or agreement on our part has occurred that would cause us to fail to satisfy a condition to completion of the merger agreement and such condition cannot be satisfied within three months of August 8, 2007; | |
• | we have willfully and materially breached our obligations in connection with our stockholder meeting, the preparation and filing of this proxy statement, or the recommendation to our stockholders to approve the merger transaction or our obligations in connection with the provisions governing non-solicitation described above; or | |
• | prior to FirstGroup’s shareholder meeting, its board of directors has made a change in its recommendation to shareholders to approve the merger transaction in compliance with the terms of the merger agreement in order to enter into a definitive written agreement concerning a superior proposal. |
• | FirstGroup’s board of directors modifies its recommendation to FirstGroup’s shareholders to approve the merger agreement; | |
• | a breach of any representation or warranty or failure to perform any covenant or agreement on the part of FirstGroup or Fern Acquisition has occurred that would cause them to fail to satisfy a condition to completion of the merger agreement and such condition cannot be satisfied within three months of August 8, 2007; | |
• | FirstGroup has willfully and materially breached its obligations in connection with its shareholder meeting, the preparation and filing of its shareholder circular, or the recommendation to its shareholders to approve the merger transaction or its obligations in connection with the provisions governing non-solicitation described above; and | |
• | prior to our stockholder meeting, our board of directors has made a change in its recommendation to stockholders to approve the merger agreement in compliance with the terms thereof in order to enter into a definitive written agreement concerning a superior proposal. |
• | FirstGroup terminates the merger agreement due to a change in the recommendation by our board of directors that our stockholders approve the merger agreement; | |
• | FirstGroup terminates the merger agreement due to our willful and material breach of our obligations in connection with our stockholder meeting, the preparation and filing of this proxy statement, the recommendation to our stockholders to approve the merger agreement and related matters or our obligations in connection with the provisions governing non-solicitation; or | |
• | we terminate the merger agreement in order to enter into a definitive written agreement concerning a superior proposal. |
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• | within 12 months of termination, we enter into or consummate certain alternative transactions with a party who had made an acquisition proposal prior to termination; or | |
• | within 6 months of termination, we enter into or consummate an alternative transaction with a party who had not made an acquisition proposal prior to termination, pursuant to which the total of (i) the net debt to be assumed by such party and (ii) the aggregate consideration received by the Company and our stockholders in connection with the acquisition proposal exceeds $3.601 billion; provided, that, in this case, the amount of the termination fee will be the lesser of $43.35 million and the excess of the total consideration paid over $3.601 billion; | |
• | provided, that, for the purposes of determining if this termination fee must be paid, the definition of acquisition proposal means an offer or proposal relating to an acquisition, merger or similar transaction involving more than 50% of the assets or voting securities of the Company, rather than the 25% threshold that generally applies throughout the merger agreement, and allows transactions relating to the Greyhound business to be considered together with all other relevant transactions in determining whether an acquisition proposal has been made. |
• | either party terminates the merger agreement as a result of FirstGroup’s failure to obtain its shareholder approval; | |
• | we terminate the merger agreement due to a change in recommendation by FirstGroup’s board of directors that its shareholders approve the merger; | |
• | we terminate the merger agreement due to FirstGroup’s willful and material breach of its obligations in connection with its shareholder meeting, the preparation and filing of its shareholder circular, or the recommendation to its shareholders to approve the merger or its obligations in connection with the provisions governing non-solicitation; or | |
• | FirstGroup terminates the merger agreement in order to enter into a definitive written agreement concerning a superior proposal. |
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• | changes or conditions generally affecting the industries in which Laidlaw and its subsidiaries operate and not disproportionately affecting Laidlaw and its subsidiaries; | |
• | changes in general economic conditions; | |
• | national or international political or social conditions, including engagement by the United States in hostilities or resulting from acts of terrorism or war that do not have a disproportionate effect on Laidlaw and its subsidiaries; or | |
• | the announcement of the execution of the merger agreement with FirstGroup (as opposed to another third party); |
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Percentage of Shares | ||||||||
Number of Shares | of Common Stock | |||||||
Name of Beneficial Owner: | Beneficially Owned | Beneficially Owned (%) | ||||||
FMR Corp.(1) | 13,053,126 | 16.4 | % | |||||
Sasco Capital, Inc.(2) | 5,932,250 | 7.5 | % | |||||
John F. Chlebowski(3) | 27,000 | * | ||||||
James H. Dickerson, Jr.(3) | 25,650 | * | ||||||
Lawrence M. Nagin(3) | 27,000 | * | ||||||
Richard P. Randazzo(3) | 24,000 | * | ||||||
Maria A. Sastre(3) | 27,000 | * | ||||||
Peter E. Stangl(4) | 40,502 | * | ||||||
Carroll R. Wetzel, Jr.(3) | 27,000 | * | ||||||
Kevin E. Benson(5) | 527,306 | * | ||||||
Beth Byster Corvino(6) | 129,046 | * | ||||||
Mary B. Jordan | — | * | ||||||
Jeffrey W. Sanders(7) | 56,169 | * | ||||||
Jeffery A. McDougle(8) | 39,803 | * | ||||||
Douglas A. Carty(9) | 182,020 | * | ||||||
All current directors and executive officers as a group (13 persons) | 1,132,496 | 1.4 | % |
* | Less than 1% of outstanding shares | |
(1) | Based on information contained in the Form 13G filed with the SEC by FMR Corp. on February 14, 2007. The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. | |
(2) | Based on information contained in the Form 13G filed with the SEC by Sasco Capital, Inc. on February 8, 2007. The address of Sasco Capital, Inc. is 10 Sasco Hill Road, Fairfield, Connecticut 06824. | |
(3) | Includes 10,125 restricted shares and 13,500 shares issuable upon the exercise of outstanding options presently exercisable or exercisable within 60 days after February 15, 2007. | |
(4) | Includes 15,189 restricted shares and 20,250 shares issuable upon the exercise of outstanding options presently exercisable or exercisable within 60 days after February 15, 2007. | |
(5) | Includes 341,667 shares issuable upon the exercise of outstanding options presently exercisable or exercisable within 60 days after February 15, 2007. | |
(6) | Includes 10,000 deferred shares vesting within 60 days after February 15, 2007 and 96,667 shares issuable upon the exercise of outstanding options presently exercisable or exercisable within 60 days after February 15, 2007. |
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(7) | Includes 35,000 shares issuable upon the exercise of outstanding options presently exercisable or exercisable within 60 days after February 15, 2007. | |
(8) | Includes 31,667 shares issuable upon the exercise of outstanding options presently exercisable or exercisable within 60 days after February 15, 2007. | |
(9) | Includes 110,000 shares issuable upon the exercise of outstanding options presently exercisable or exercisable within 60 days after February 15, 2007. |
• | Annual Report onForm 10-K for the fiscal year ended August 31, 2006; | |
• | Quarterly Report onForm 10-Q for the first fiscal quarter ended November 30, 2006; and |
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• | Current Reports onForm 8-K with filing dates of January 24, 2007, January 31, 2007, February 9, 2007, February 12, 2007, February 15, 2007, and February 16, 2007. |
55 Shuman Blvd., Suite 400
Naperville, Illinois 60563
Attention: Investor Relations
Telephone:630-848-3000
48 Wall Street
New York, New York 10005
Telephone:(800) 290-6427 (Toll-Free)
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Table of Contents
dated as of
February 8, 2007
among
LAIDLAW INTERNATIONAL, INC.,
FIRSTGROUP PLC
and
FERN ACQUISITION VEHICLE CORPORATION
Table of Contents
Page | ||||
ARTICLE 1 Definitions | ||||
Section 1.01. Definitions | A-1 | |||
Section 1.02. Other Definitional and Interpretative Provisions. | A-6 | |||
ARTICLE 2 The Merger | ||||
Section 2.01. The Merger | A-7 | |||
Section 2.02. Conversion of Shares | A-7 | |||
Section 2.03. Surrender And Payment | A-7 | |||
Section 2.04. Dissenting Shares | A-8 | |||
Section 2.05. Stock Options and Other Equity-Based Awards | A-8 | |||
Section 2.06. Adjustments | A-9 | |||
Section 2.07. Withholding Rights | A-9 | |||
Section 2.08. Lost Certificates | A-9 | |||
ARTICLE 3 The Surviving Corporation | ||||
Section 3.01. Certificate of Incorporation | A-9 | |||
Section 3.02. Bylaws | A-9 | |||
Section 3.03. Directors and Officers | A-9 | |||
ARTICLE 4 Representations and Warranties of the Company | ||||
Section 4.01. Corporate Existence and Power | A-10 | |||
Section 4.02. Corporate Authorization | A-10 | |||
Section 4.03. Governmental Authorization | A-10 | |||
Section 4.04. Non-contravention | A-10 | |||
Section 4.05. Capitalization. | A-11 | |||
Section 4.06. Subsidiaries | A-11 | |||
Section 4.07. Securities Law Filings and the Sarbanes-Oxley Act | A-12 | |||
Section 4.08. Financial Statements | A-12 | |||
Section 4.09. Disclosure Documents | A-13 | |||
Section 4.10. Absence of Certain Changes | A-13 | |||
Section 4.11. No Undisclosed Material Liabilities | A-13 | |||
Section 4.12. Compliance with Laws and Court Orders | A-13 | |||
Section 4.13. Litigation | A-14 | |||
Section 4.14. Permits | A-14 | |||
Section 4.15. Finders’ Fees | A-14 | |||
Section 4.16. Opinion of Financial Advisor | A-14 | |||
Section 4.17. Taxes | A-14 | |||
Section 4.18. Employee Benefit Plans | A-15 | |||
Section 4.19. Environmental Matters | A-18 | |||
Section 4.20. Intellectual Property. | A-18 | |||
Section 4.21. Material Contracts | A-19 |
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Section 4.22. Properties | A-19 | |||
Section 4.23. Antitakeover Statutes and Rights Agreement | A-19 | |||
Section 4.24. No Additional Representations | A-20 | |||
ARTICLE 5 Representations and Warranties of Parent | ||||
Section 5.01. Corporate Existence and Power | A-20 | |||
Section 5.02. Corporate Authorization | A-20 | |||
Section 5.03. Governmental Authorization | A-20 | |||
Section 5.04. Non-contravention | A-20 | |||
Section 5.05. Disclosure Documents | A-21 | |||
Section 5.06. Finders’ Fees | A-21 | |||
Section 5.07. Financing | A-21 | |||
ARTICLE 6 Covenants of the Company | ||||
Section 6.01. Conduct of the Company | A-21 | |||
Section 6.02. Access to Information; Confidentiality | A-23 | |||
Section 6.03. Stockholder Litigation | A-24 | |||
Section 6.04. Tax Matters | A-24 | |||
Section 6.05. Connecticut Transfer Act | A-24 | |||
Section 6.06. Industrial Site Recovery Act. | A-24 | |||
ARTICLE 7 Covenants of Parent | ||||
Section 7.01. Director and Officer Liability | A-25 | |||
Section 7.02. Employee Matters | A-26 | |||
ARTICLE 8 Covenants of Parent and the Company | ||||
Section 8.01. Notices of Certain Events | A-27 | |||
Section 8.02. Reasonable Best Efforts | A-27 | |||
Section 8.03. Certain Filings | A-29 | |||
Section 8.04. Company Stockholder Meeting; Proxy Material | A-29 | |||
Section 8.05. Parent Shareholder Meeting | A-29 | |||
Section 8.06. No Solicitation; Other Offers | A-30 | |||
Section 8.07. Public Announcements | A-31 | |||
Section 8.08. Further Assurances | A-31 | |||
Section 8.09. United Kingdom | A-32 | |||
ARTICLE 9 Conditions to the Merger | ||||
Section 9.01. Conditions to the Obligations of Each Party | A-32 | |||
Section 9.02. Conditions to the Obligations of Parent and Merger Subsidiary | A-32 |
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Page | ||||
Section 9.03. Conditions to the Obligations of the Company | A-33 | |||
ARTICLE 10 Termination | ||||
Section 10.01. Termination | A-33 | |||
Section 10.02. Effect of Termination | A-34 | |||
ARTICLE 11 Miscellaneous | ||||
Section 11.01. Notices | A-34 | |||
Section 11.02. Survival of Representations and Warranties | A-35 | |||
Section 11.03. Amendments and Waivers | A-35 | |||
Section 11.04. Expenses | A-35 | |||
Section 11.05. Disclosure Schedule and SEC Document References | A-37 | |||
Section 11.06. Binding Effect; Benefit; Assignment | A-37 | |||
Section 11.07. Governing Law | A-37 | |||
Section 11.08. Jurisdiction | A-38 | |||
Section 11.09. WAIVER OF JURY TRIAL | A-38 | |||
Section 11.10. Counterparts; Effectiveness | A-38 | |||
Section 11.11. Entire Agreement | A-38 | |||
Section 11.12. Severability | A-38 | |||
Section 11.13. Specific Performance | A-38 |
(1) | The Table of Contents is not a part of this Agreement. |
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Definitions
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Term | Section | |||
Aggregate New Consideration | 11.04 | |||
Agreement | Preamble | |||
Certificate of Merger | 2.01 | |||
Certificates | 2.03 | |||
Change in Recommendation | 8.05 | |||
Closing | 2.01 | |||
Closing Date | 2.01 | |||
Commissioner | 1.01 | |||
Company | Preamble | |||
Company Board Recommendation | 4.02 | |||
Company Employees | 7.02 | |||
Company Proxy Statement | 4.09 | |||
Company Public Disclosure Documents | 4.07 | |||
Company Current SEC Documents | 4.01 | |||
Company Securities | 4.05 | |||
Company Stockholder Approval | 4.02 | |||
Company Stockholder Meeting | 8.03 | |||
Company Stock Option | 2.05 | |||
Company Subsidiary Securities | 4.06 | |||
Confidentiality Agreement | 8.06 | |||
Connecticut Transfer Act | 4.03 | |||
D&O Carrier | 7.01 | |||
Effective Time | 2.01 | |||
Employee Plans | 4.18 | |||
End Date | 10.01 | |||
Exchange Agent | 2.03 | |||
Indemnified Person | 7.01 | |||
Industrial Site Recovery Act | 4.03 | |||
Interested Person | 11.04 | |||
Leased Real Property | 4.22 | |||
Material Contracts | 4.21 | |||
Material License | 4.20 | |||
Measurement Date | 11.04 | |||
Merger | 2.01 | |||
Merger Consideration | 2.02 | |||
Merger Subsidiary | Preamble | |||
Multiemployer Plan | 4.18 | |||
Net Debt | 4.11 | |||
Outside Date | 10.01 | |||
Owned Real Property | 4.22 | |||
Parent | Preamble | |||
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Term | Section | |||
Parent Board Recommendation | 5.02 | |||
Parent Shareholder Circular | 4.09 | |||
Parent Shareholder Meeting | 8.04 | |||
Permits | 4.14 | |||
Preferred Stock | 4.05 | |||
Restricted Stock Awards | 2.05 | |||
Section 8.06 Party | 8.05 | |||
Successor Plan | 7.02 | |||
Superior Proposal | 8.06 | |||
Surviving Corporation | 2.01 | |||
Tax | 4.17 | |||
Taxing Authority | 4.17 | |||
Tax Return | 4.17 | |||
Tax Sharing Agreements | 4.17 | |||
Title IV Plan | 4.18 | |||
Trade Secrets | 1.01 | |||
Total Consideration | 11.04 | |||
Uncertificated Shares | 2.03 | |||
Valuation Date | 4.18 | |||
WARN Act | 4.18 |
A-6
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The Merger
A-7
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A-8
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The Surviving Corporation
Representations and Warranties of the Company
A-9
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A-10
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A-11
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A-12
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A-13
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50 Eastbourne Terrace
London W2 6LX
United Kingdom
Attention: Louise Ruppel
Facsimile No.: +44 (0)20 7636 4399
A-34
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450 Lexington Avenue
New York, New York 10017
Attention: Phillip R. Mills
Marc O. Williams
Facsimile No.: +1(212) 450-3800
55 Shuman Blvd.
Naperville, Illinois 60563
Attention: Beth Byster Corvino, General Counsel
Facsimile No.: +1(630) 848-3167
4 Times Square
New York, New York 10036
Facsimile No.: +1(212) 735-2000
Attention: Peter A. Atkins
William R. Kunkel
A-35
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A-36
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A-37
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page is the signature page.]
A-38
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By: | /s/ Kevin E. Benson |
By: | /s/ Dean Finch |
By: | /s/ Dean Finch |
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440 South LaSalle Street
Chicago, IL 60605
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![(LAIDLAW LOGO)](https://capedge.com/proxy/PREM14A/0000950137-07-003207/c12603pc1260301.gif)
LAIDLAW INTERNATIONAL, INC.
55 SHUMAN BLVD.
NAPERVILLE, IL 60563
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on [•], 2007. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
If you would like to reduce the costs incurred by Laidlaw International, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on [•], 2007. Have your proxy card in hand when you call and then follow the instructions.
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Laidlaw International, Inc., c/o D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005
FOR all items.
For | Against | Abstain | ||||||||
1. | Approval of the Merger Agreement | |||||||||
To approve the Agreement and Plan of Merger, dated as of February 8, 2007, by and among FirstGroup plc, a public limited company incorporated under the laws of Scotland, Fern Acquisition Vehicle Corporation, a Delaware Corporation and wholly owned subsidiary of FirstGroup, and Laidlaw International, Inc. | o | o | o | |||||||
2. | Postpone or Adjourn the Special Meeting | |||||||||
To adjourn or postpone the special meeting, including, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal | o | o | o | |||||||
The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned Stockholder(s).If no direction is made, this proxy will be voted FOR item 1 and item 2.If any other matters properly come before the meeting, the person(s) named in this proxy will vote in their discretion. | ||||||||||
NOTE: Please sign exactly as your name appears on this proxy card. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. | ||||||||||
For address changes, please check this box and write them on the back where indicated. o |
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![(LAIDLAW LOGO)](https://capedge.com/proxy/PREM14A/0000950137-07-003207/c12603pc1260301.gif)
LAIDLAW INTERNATIONAL, INC.
55 SHUMAN BLVD.
NAPERVILLE, IL 60563
TO BE HELD ON [•], 2007
By Order of the Board of Directors Kevin E. Benson President and Chief Executive Officer Peter E. Stangl Chairman of the Board of Directors | ||||
PROXY | LAIDLAW INTERNATIONAL, INC. | PROXY | ||
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY | ||||
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF LAIDLAW INTERNATIONAL, INC. ON | ||||
[•] 2007. |
SEE REVERSE SIDE | (change of address) | |
PLEASE MARK, DATE AND SIGN THIS PROXY | ||
AND RETURN IT IN THE ENCLOSED ENVELOPE. | ||
(CONTINUED AND TO E SIGNED ON REVERSE SIDE) | ||
(If you have written in the above space, please mark the | ||
corresponding box on the reverse side of this card.) |