SECURE Waste Infrastructure (SES) M&A announcement summary

Deal rationale and strategic fit

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

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

• Aligns with strategy to focus on solid waste, control the value chain, and pursue tuck-in M&A within existing geographies.

• Provides access to high-margin, infrastructure-backed business with strong recurring cash flows and industry-leading financial metrics.

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

Financial terms and conditions

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

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

• Transaction is leverage-neutral and fully financed, with no financing conditions.

• Acquisition price represents ~11x 2026 adjusted EBITDA (including ~$25M in cost synergies) or ~18x free cash flow.

• SECURE shareholders retain a 16% ownership interest in the combined company, providing upside potential.

Synergies and expected cost savings

• Identified CAD 25 million in annual cost synergies, mainly from duplicative G&A and public company costs, expected by year 1 post-close.

• Potential for 2-3x higher synergies through commercial overlap and revenue generation as integration progresses.

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

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

• Enhanced free cash flow generation and improved Adjusted EBITDA margin and conversion metrics.