Clean Harbors Signs Definitive Agreement to Acquire Veolia North America’s Industrial Cleaning Services Division
$120 Million Transaction Will Broaden Clean Harbors’ Industrial
Service Capabilities, Geographic Reach and Customer Base
NORWELL, Mass.–(BUSINESS WIRE)–Clean
Harbors, Inc. (“Clean Harbors”) (NYSE: CLH) and Veolia Environmental
Services North America, LLC, a subsidiary of Veolia North America, Inc.
(“Veolia”), today announced the signing of a definitive agreement
whereby Clean Harbors will acquire Veolia North America’s U.S.
Industrial Cleaning Services Division for $120 million in an all-cash
transaction. The acquisition is expected to close in the first quarter
of 2018, subject to approval by U.S. regulators and other customary
closing conditions.
For the 12 months ended December 31, 2017, Veolia North America’s
Industrial Cleaning Services Division is expected to have revenues of
approximately $210 million. Clean Harbors expects the division to
generate Adjusted EBITDA of approximately $15 million to $20 million in
its first full year of operations, post synergies.
The transaction will enable Clean Harbors to:
-
Add significant size, scale and capabilities to its existing U.S.
Industrial Services business - Expand its geographic reach, particularly in the Midwest
-
Acquire a talented team of employees, including experienced equipment
operators and managers - Maximize cross-selling opportunities with its other lines of business
-
Leverage operating efficiencies to reduce cost and improve customer
service -
Accelerate growth in an industry that is recovering from the energy
downturn
“We are excited about the potential benefits to our customers,
shareholders and industrial services employees from this transaction,”
said Alan S. McKim, Chairman and Chief Executive Officer of Clean
Harbors. “The addition of Veolia’s U.S. Industrial Cleaning Services
Division to our business will enable us to more rapidly grow our
presence in the specialty industrial services market. Its operational
footprint, which complements our North American network, will provide us
with greater scale and density in key U.S. regions such as the Gulf
Coast and will open new industrial markets within the Midwest. This
acquisition also further diversifies our base of blue-chip customers,
many of whom have long-standing relationships with Veolia. In addition,
we expect this acquisition will drive more waste volumes into our
disposal network of incinerators, landfills and other waste treatment
facilities.”
The Veolia division has a fleet of equipment and vehicles consisting of
more than 600 units, including vacuum trucks, roll-off trucks, water
blasters and light duty vehicles. These assets complement a Clean
Harbors’ fleet that today consists of nearly 10,000 pieces of rolling
stock. In addition, Veolia is a leader in providing innovative
technology in the industrial cleaning market, including Hands Free™
technologies and other automated equipment that improve employee safety.
“Like Clean Harbors, Veolia North America makes safety a fundamental
part of its corporate culture and consistently delivers industry-leading
safety results,” McKim said. “It is that commitment to safety, along
with an emphasis on delivering quality service, which we expect will
create a strong cultural fit between our two organizations.”
With more than 60 operating locations across the United States, many of
which are nested inside customer facilities, Veolia’s Industrial
Cleaning Services Division provides a broad range of services to an
extensive customer base. The Division has approximately 1,400 employees
and operates a sizeable service fleet of specialized vehicles and
equipment. Services offered include industrial vacuuming,
hydro-blasting, tank cleaning, chemical cleaning, total waste management
programs, decontamination services and transportation services.
William “Bill” DiCroce, President and CEO of Veolia North America, said,
“Clean Harbors is an ideal acquirer for our U.S. Industrial Cleaning
Services Division. In divesting this business, we sought a partner that
would provide a seamless transition and great continuity for our
customers and our employees in that business.”
“All of our businesses across North America – water, energy, waste and
regeneration – are poised for growth,” added DiCroce. “The proceeds of
this sale will help fuel and accelerate that growth.”
McKim concluded, “We look forward to welcoming the Industrial Cleaning
Services employees to the Clean Harbors family. While the energy markets
have struggled in recent years, we believe they are beginning to
recover. We see this as a compelling acquisition that enables us to
leverage our scale to offer customers a broader selection of industrial
services from a larger network of locations. We also see the opportunity
to drive long-term value for shareholders through the growth prospects
we believe will be created by this transaction.”
Davis, Malm & D’Agostine served as legal counsel to Clean Harbors. Brown
Gibbons Lang & Company served as financial advisor to Veolia North
America. Orrick, Herrington & Sutcliffe LLP served as
legal counsel to Veolia North America.
About Clean Harbors
Clean Harbors (NYSE: CLH) is North America’s leading provider of
environmental, energy and industrial services. The Company serves a
diverse customer base, including a majority of the Fortune 500, across
the chemical, energy, manufacturing and additional markets, as well as
numerous government agencies. These customers rely on Clean Harbors to
deliver a broad range of services such as end-to-end hazardous waste
management, emergency spill response, industrial cleaning and
maintenance, and recycling services. Through its Safety-Kleen
subsidiary, Clean Harbors also is North America’s largest re-refiner and
recycler of used oil and a leading provider of parts washers and
environmental services to commercial, industrial and automotive
customers. Founded in 1980 and based in Massachusetts, Clean Harbors
operates throughout the United States, Canada, Mexico and Puerto Rico.
For more information, visit www.cleanharbors.com.
About Veolia North America
Veolia North America, Inc. is the North American subsidiary of Veolia
Environnement S.A., the global leader in optimized resource management.
With over 163,000 employees worldwide, the Veolia Group designs and
provides water, waste and energy management solutions that contribute to
the sustainable development of communities and industries. Through its
three complementary business activities, Veolia helps to develop access
to resources, preserve available resources, and to replenish them. In
2016, the Veolia group supplied 100 million people with drinking water
and 61 million people with wastewater service, produced 54 million
megawatt hours of energy and converted 30 million metric tons of waste
into new materials and energy. Veolia Environnement (listed on Paris
Euronext: VIE) recorded consolidated revenue of €24.39 billion in 2016. www.veolia.com
Safe Harbor Statement
Any statements contained herein that are not historical facts are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans to,” “estimates,”
“projects,” or similar expressions. Such statements may include, but are
not limited to, statements about future financial and operating results,
adjusted EBITDA expectations from Veolia’s U.S. Industrial Cleaning
Services Division and other statements that are not historical facts.
Such statements are based upon the beliefs and expectations of Clean
Harbors’ management as of this date only and are subject to certain
risks and uncertainties that could cause actual results to differ
materially including, without limitation, those items identified as
“risk factors” in Clean Harbors’ most recently filed Form 10-K and Form
10-Q. Therefore, readers are cautioned not to place undue reliance on
these forward-looking statements. Clean Harbors undertakes no obligation
to revise or publicly release the results of any revision to these
forward-looking statements other than through its filings with the
Securities and Exchange Commission, which may be viewed in the
“Investors” section of Clean Harbors’ website at www.cleanharbors.com.
Contacts
Clean Harbors, Inc.
Investors:
Jim
Buckley, 781-792-5100
SVP Investor Relations
[email protected]
or
Media:
Eric
Kraus, 781-792-5100
EVP Corporate Communications & Public Affairs
[email protected]