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PREM14A Filing
Stericycle (SRCL) PREM14APreliminary proxy related to merger
Filed: 21 Jun 24, 5:17pm
Exhibit 107
Calculation of Filing Fee Tables
SCHEDULE 14A
(Form Type)
STERICYCLE, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1 – Transaction Value
Transaction Valuation | Fee rate | Amount of Filing Fee | ||||
Fees to Be Paid | $5,862,219,598 (1) | 0.00014760 | $865,264 (2) | |||
Fees Previously Paid | — | — | ||||
Total Transaction Valuation | $5,862,219,598 | |||||
Total Fees Due for Filing | $865,264 | |||||
Total Fees Previously Paid | — | |||||
Total Fee Offsets | — | |||||
Net Fee Due | $865,264 |
Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of June 3, 2024, by and among Stericycle, Inc., Waste Management, Inc. and Stag Merger Sub Inc.
(1) | Aggregate number of securities to which transaction applies: As of June 13, 2024, the maximum number of shares of common stock to which this transaction applies is estimated to be 94,551,929, which consists of (a) 92,800,056 shares of common stock entitled to receive the per share merger consideration of $62.00; (b) 504,780 shares of common stock underlying outstanding Stericycle stock options, which may be entitled to receive the per share merger consideration of $62.00; (c) 639,274 shares of common stock underlying outstanding restricted stock units, which may be entitled to receive the per share merger consideration of $62.00 for Non-Continuing Employees or an Assumed Restricted Stock Unit Award for Continuing Employees; (d) 87,687 shares of common stock underlying outstanding deferred stock units, which may be entitled to receive the per share merger consideration of $62.00 for Non-Continuing Employees or an Assumed Restricted Stock Unit Award for Continuing Employees; and (e) 520,132 shares of common stock underlying outstanding performance stock units based on maximum-level performance and which may be entitled to receive the per share merger consideration of $62.00 for Non-Continuing Employees or an Assumed Restricted Stock Unit Award for Continuing Employees. |
(2) | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the transaction value by 0.00014760. |