SECURE SETS ELECTION DEADLINE FOR THE GFL TRANSACTION
- Registered Shareholders who wish to make an election with respect to their preferred form of consideration to be received in connection with the Transaction must deliver their completed Letter of Transmittal and Election Form and other required documents to the Depository by Monday, August 31, 2026 at 5:00 p.m. (Calgary Time)
- Beneficial Shareholders who wish to make an election should contact their broker, bank or other Intermediary as soon as possible for instructions, as earlier deadlines may apply
CALGARY, AB, Aug. 27, 2026 /CNW/ - SECURE Waste Infrastructure Corp. ("SECURE" or the "Corporation") (TSX: SES) announced today that the deadline for registered SECURE shareholders (the "Registered Shareholders") to submit their elections in respect of the consideration to be received in connection with the previously announced plan of arrangement (the "Transaction") between SECURE and GFL Environmental Inc. ("GFL") (TSX: GFL) (NYSE: GFL) is 5:00 p.m. (Calgary Time) on Monday, August 31, 2026 (the "Election Deadline").
The Transaction provides SECURE shareholders with a choice to elect to receive, for each SECURE common share held: (i) $24.75 in cash ("Cash Consideration"); (ii) 0.4195 of a GFL subordinate voting share ("Share Consideration"); or (iii) a combination of $4.95 in cash and 0.3356 of a GFL subordinate voting share ("the Combination Consideration"), in each case, plus a nominal mandatory cash amount of $0.0001 per SECURE common share.
The Cash Consideration and Share Consideration elections are subject to proration based on a maximum number of GFL subordinate voting shares and maximum amount of cash as set out in the plan of arrangement, such that the aggregate consideration paid to SECURE shareholders will consist of 80% GFL subordinate voting shares and 20% cash. As a result of proration, a shareholder who elects all cash or all GFL shares may ultimately receive a combination of cash and GFL shares.
SECURE shareholders who do not make a valid election by the applicable deadline will automatically be deemed to have elected the Combination Consideration of $4.95 in cash and 0.3356 of a GFL subordinate voting share for each SECURE common share held, subject to rounding.
The closing of the Transaction is subject to the satisfaction or waiver of the remaining closing conditions.
Registered Shareholders
Registered Shareholders who wish to make an election must follow the instructions in Letter of Transmittal and Election Form previously mailed to them, which is also available on SECURE's profile on SEDAR+ at www.sedarplus.ca and on the Corporation's website at www.secure.ca/gfl-transaction.
To make a valid election, Registered Shareholders must ensure that their properly completed and signed Letter of Transmittal and Election Form, together with any applicable share certificates and/or DRS Advices and other required documents, is received by the depositary for the Transaction, Computershare Investor Services Inc. (the "Depositary"), before the Election Deadline.
All elections and deposits made under a Letter of Transmittal and Election Form are irrevocable and may not be withdrawn. However, an election made under a Letter of Transmittal and Election Form on or prior to the Election Deadline may be changed by depositing a new Letter of Transmittal and Election Form with the Depositary on or prior to the Election Deadline. Should the Transaction not proceed for any reason, the deposited certificates and/or DRS advices representing SECURE common shares (if applicable) and other relevant documents shall be returned.
Registered Shareholders who do not make a valid election by the Election Deadline will be deemed to have elected to receive the Combination Consideration. Such Registered Shareholders will still need to submit a properly completed and signed Letter of Transmittal and Election Form, together with any applicable share certificates and/or DRS Advices and other required documents, to the Depository by no later than the third anniversary of the closing date of the Transaction in order to receive the Combination Consideration they are entitled to receive following completion of the Transaction.
Registered Shareholders who have questions regarding completion or delivery of the Letter of Transmittal and Election Form should contact the Depository using the contact information provided in the Letter of Transmittal and Election Form.
Beneficial Shareholders
Most SECURE shareholders hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary (each, an "Intermediary") and are therefore "Beneficial Shareholders".
Beneficial Shareholders should not submit a Letter of Transmittal and Election Form directly to the Depositary. Instead, they should contact the Intermediary through which their SECURE common shares are held for instructions on how to make their election.
Intermediaries may establish election deadlines that are earlier than the Election Deadline announced by SECURE. Beneficial Shareholders who wish to make an election are therefore encouraged to contact their intermediary as soon as possible.
Beneficial Shareholders who do not make a valid election by the applicable deadline will be deemed to have elected to receive the Combination Consideration.
SECURE is a leading waste management and energy infrastructure business headquartered in Calgary, Alberta, with an extensive network of assets across western Canada and North Dakota. Through its Waste Management segment, SECURE operates long-life, permitted processing, recovery, and disposal infrastructure that supports the safe, efficient, and environmentally responsible management of waste from energy and industrial activity, including the recycling of metals and recovered oil and the use of specialty chemical solutions to reduce waste intensity and improve operational efficiency. SECURE's Energy Infrastructure segment includes crude oil pipelines, terminals, and storage facilities that optimize, store, and transport crude oil to market, enhancing customer value through product quality optimization, improved pricing, and reduced emissions while protecting the environment.
SECURE's shares trade under the symbol SES and are listed on the Toronto Stock Exchange.
Certain statements contained or incorporated by reference in this press release constitute "forward-looking statements" and/or "forward-looking information" within the meaning of applicable securities laws (collectively referred to as "forward-looking statements"). When used in this press release, the words "achieve", "advance", "anticipate", "believe", "can be", "capacity", "commit", "continue", "could", "deliver", "drive", "enhance", "ensure", "estimate", "execute", "expect", "focus", "forecast", "forward", "future", "goal", "grow", "integrate", "intend", "may", "maintain", "objective", "ongoing", "opportunity", "outlook", "plan", "position", "potential", "prioritize", "realize", "remain", "result", "seek", "should", "strategy", "target", "will", "would" and similar expressions, as they relate to SECURE and its management, are intended to identify forward-looking statements. Such statements reflect the current views of SECURE and speak only as of the date of this press release. In particular, this press release contains or implies forward-looking statements pertaining to, but not limited to: the timing for the election deadline and the impact of failing to meet such deadline; the completion of the Transaction, including the satisfaction or waiver of the remaining closing conditions; the form of consideration that SECURE shareholders will receive under the Transaction, including as a result of proration based on elections (including deemed elections) made by other SECURE shareholders; and other similar statements.
Forward-looking statements are based on certain assumptions that SECURE has made in respect thereof as at the date of this press release regarding, among other things: the satisfaction of the conditions to closing of the Transaction; the completion of the Transaction on anticipated terms and timing; that actions by third parties, including any governmental or regulatory authority, do not delay or otherwise adversely affect completion of the Transaction; and other assumptions described in the management information circular and proxy statement of SECURE dated April 24, 2026 (the "Circular"), SECURE's Annual Information Form for the year ended December 31, 2025 ("AIF") and from time to time in filings made by SECURE with securities regulatory authorities.
Forward-looking statements involve significant known and unknown risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. Readers are cautioned not to place undue reliance on these statements as a number of factors could cause actual results to differ materially from the results discussed in these forward-looking statements, including but not limited to: the risk that the Transaction may be varied or terminated in certain circumstances; risks relating to the outcome of the Transaction, including the risks associated with and the receipt of other approvals required under the Arrangement Agreement; the risk that other conditions to closing of the Transaction may not be satisfied, or to the extent permitted, waived; the risk that actions by third parties, including any governmental or regulatory authority, could delay or otherwise adversely affect completion of the Transaction; the risk that the anticipated benefits of the Transaction may not be realized and that the results of the combined company could differ from what is currently anticipated; risks related to SECURE's and GFL's business; and other risk factors identified in the Circular, AIF and from time to time in filings made by the Corporation with securities regulatory authorities.
Although forward-looking statements contained in this press release are based upon what the Corporation believes are reasonable assumptions, the Corporation cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements in this press release are made as of the date hereof and are expressly qualified by this cautionary statement. Unless otherwise required by applicable securities laws, SECURE does not intend, or assume any obligation, to update these forward-looking statements.
Further information regarding the assumptions and risks inherent in the making of forward-looking statements and in respect of the Transaction is set out under the headings "Forward-Looking Statements" and "Risk Factors" in the Circular, as well as in SECURE's other public disclosure documents, which are available on SEDAR+ at www.sedarplus.ca.
For more information: Allen Gransch, President & Chief Executive Officer; Chad Magus, Chief Financial Officer, Phone: (403) 984-6100, Email: [email protected], Website: www.SECURE.ca.
SOURCE SECURE Waste Infrastructure Corp.
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