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L A I D L A W
ENVIRONMENTAL
SERVICES
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LAIDLAW ENVIRONMENTAL PROFILE
- LARGEST AND MOST INTEGRATED HAZARDOUS AND INDUSTRIAL
WASTE MANAGEMENT COMPANY IN NORTH AMERICA
- LEADING INDUSTRY CONSOLIDATOR IN NORTH AMERICA
- SEASONED MANAGEMENT TEAM
- PROVEN TRACK RECORD OF BUSINESS INTEGRATION SUCCESS-
TWO MAJOR ACQUISITIONS IN LAST THREE YEARS
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LAIDLAW ENVIRONMENTAL PROFILE
- Diversified revenue base - more than 30% of revenues
from non-hazardous industrial waste management
- Low cost base - efficient operator
- Expanding market share with 157 major corporate customers and entering
related new markets services
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OPERATING FACILITIES
[MAP of North America with locations of Laidlaw Environmental Operating
Facilities]
- 53 SERVICE CENTERS
- 7 INCINERATORS
* 8 LANDFILLS
- SPECIAL SERVICE LOCATIONS
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SOURCES OF REVENUE(1)
[Pie chart graphic]
Specialty Services 18%
Transportation 8%
Incineration 20%
Service Center 37%
Landfill 17%
(1) For the three month period ended November 30, 1998 and before intercompany
eliminations.
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PROVEN TRACK RECORD OF SYNERGY
REALIZATION (1)
($ in millions)
SYNERGIES ACHIEVED(2)
IN ROLLINS MERGER
---------------------
Personnel Reductions $48
Plant Closure 16
SG&A Reduction 8
---
Total Cash Savings (EBITA) 72
Depreciation Reduction 18
---
Total Savings (EBIT) $90
===
(1) There is no assurance that cost savings will be realized following the
proposed combination solely because LLE realized cost savings following
prior transactions.
(2) On an annualized basis.
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STOCK HAS OUTPERFORMED THE MARKET
SINCE MERGER ANNOUNCEMENT
[Graphic indicating the performance of Laidlaw Environmental
Stock compared with a peer group and the S&P 500]
DAILY TRADING SINCE ANNOUNCEMENT OF ROLLINS MERGER
GRAPHIC PLOTTING LAIDLAW ENVIRONMENTAL'S STOCK PRICE COMPARED WITH THE
S&P 500 AND LAIDLAW ENVIRONMENTAL'S PEER GROUP
300% - - 300%
250% - - 250%
200% - - 200%
150% - - 150%
100% - - 100%
50% - - 50%
JAN-97 MAR-97 JUN-97 AUG-97 NOV-97 JAN-98
--S&P 500 -- LAIDLAW ENVIRONMENTAL -- PEER GROUP
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LAIDLAW ENVIRONMENTAL'S $30.00 OFFER
PRICE $30.00(1)
CONSIDERATION $18.00 CASH/$12.00 STOCK(1)
COLLAR $4.28571 - $5.35714
TOTAL VALUE(2) $2.1 BILLION
- ------------------------------------------------------------------------------------------------------------------
FINANCING T-D BANK COMMITMENT
EXPECTED CLOSING FIRST QUARTER 1998
TAX TREATMENT POTENTIAL TAX DEFERRAL IF SAFETY-KLEEN BOARD AGREES TO MERGER
APPROVALS CUSTOMARY
SYNERGIES $100 - $130 MILLION
(1) $18.00 in cash and $12.00 in LLE stock assuming LLE stock price remains within the collar ($4.28571-$5.35714).
(2) Includes the assumption of $246 million of debt.
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SIGNIFICANT UPSIDE POTENTIAL BASED ON
EXPECTED SYNERGIES OF $100 - $130 MILLION
($ IN MILLIONS)
ESTIMATED RANGE (1)
-------------------
- - SG&A Reductions $45.0 - $60.0
- - Waste Internalization $13.5 - $25.0
- - Processing Site Consolidation $10.0 - $12.5
- - Service Center Consolidation $35.0 - $67.5
(1) There is no assurance that cost savings will be realized following the
proposal combination solely because LLE realized cost savings following
prior transactions.
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SIGNIFICANT SYNERGY POTENTIAL
[ Map of North America with the locations of Laidlaw Environmental and
Safety-Kleen processing and service facilities]
O Safety-Kleen
* Laidlaw Environmental