- The Board of Directors of SECURE unanimously recommends that shareholders vote FOR the Arrangement Resolution.
- Your vote is important no matter how many shares you own. Vote today.
- Shareholders who have questions or need assistance with voting their shares should contact SECURE's proxy solicitation agent Laurel Hill Advisory Group by telephone at 1‑877‑452‑7184 (toll-free in North America), 1-416-304-0211 (outside North America), by texting "INFO" to 1-877-452-7184or 416-304-0211 or by email at assistance@laurelhill.com.
CALGARY, AB, April 27, 2026 /CNW/ - SECURE Waste Infrastructure Corp. ("SECURE" or the "Corporation") (TSX: SES) is pleased to announce it has filed its management information circular (the "Circular") and accompanying materials (collectively, the "Meeting Materials") for the special meeting of SECURE shareholders (the "Meeting") to be held in connection with the proposed plan of arrangement (the "Transaction") between SECURE and GFL Environmental Inc. ("GFL") (TSX: GFL) (NYSE: GFL) pursuant to the terms of the previously announced arrangement agreement between SECURE and GFL dated April 12, 2026 (the "Arrangement Agreement").
SECURE is also pleased to announce that on April 23, 2026, the Court of King's Bench of Alberta granted an interim order in respect of the Transaction, authorizing the calling and holding of the Meeting and certain other matters related to the Meeting. A copy of the interim order is included in the Circular.
The Meeting
The Meeting will be held in a hybrid format on May 27, 2026 at 10:00 a.m. (Calgary time) at Brookfield Place, 225 – 6th Avenue S.W., Suite 1410, Calgary, Alberta and through a live audio webcast accessible at meetings.lumiconnect.com/400-991-827-641.
At the Meeting, SECURE shareholders will be asked to consider, and if thought advisable, approve a special resolution approving the Transaction (the "Arrangement Resolution"), the full text of which is set forth in the Circular. The Arrangement Resolution requires approval by (i) not less than 66⅔% of the votes cast by SECURE shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by SECURE shareholders present in person or represented by proxy at the Meeting, excluding those votes attached to SECURE shares held by persons required to be excluded pursuant to MI 61-101 – Protection of Minority Security Holders in Special Transactions (which represent approximately 1.25% of the total issued and outstanding SECURE shares).
The Circular provides further details on the Transaction and the Meeting, including with respect to voting instructions and consideration elections, and SECURE shareholders are urged to carefully review the Meeting Materials and the instructions provided therein. The Meeting Materials and the Arrangement Agreement can be found on SECURE's website at https://secure.ca/gfl-transaction and have also been filed on SECURE's SEDAR+ profile at www.sedarplus.ca. The Meeting Materials are in the process of being delivered to SECURE shareholders in accordance with applicable corporate and securities laws.
SECURE's Board of Directors (the "Board") unanimously recommends that shareholders vote FOR the Arrangement Resolution.
ADDITIONAL INFORMATION FOR SECURE SHAREHOLDERS – REASONS TO VOTE IN FAVOUR
In making its recommendation, the Board, together with a special committee of independent directors (the "Special Committee"), carefully considered a number of strategic, financial and market factors, including the following:
Attractive Premium and Relative Valuation; Flexibility in Consideration
The consideration that SECURE shareholders are entitled to receive under the Transaction represents a 23% premium to the volume weighted average price of the SECURE shares for the 60 trading days ending April 10, 2026, being the last completed trading day prior to the public announcement of the Transaction. The Transaction attributes an enterprise value to SECURE of approximately $6.4 billion.
Aligning with individual preferences, SECURE shareholders can elect to receive $24.75 in cash, 0.4195 of a subordinate voting share in the capital of GFL or $4.95 in cash and 0.3356 of a subordinate voting share in the capital of GFL for each SECURE share, subject to rounding and proration, as applicable, as set forth in the plan of arrangement (the form of which is attached as Schedule "A" to the Arrangement Agreement).
Upside Participation in a More Diversified Combined Company with Significant Scale
The Transaction provides SECURE shareholders the opportunity for continued ownership in a larger, more diversified vehicle with exposure to significant scale and growth potential. The combined company will benefit from both SECURE's complementary leading waste processing and disposal platform in Western Canada and North Dakota, and GFL's asset base across Canada and the United States. Shareholders in the combined company will gain exposure to a platform that has the ability to capture more waste streams across the value chain, from collection through final disposal.
Risks Associated with SECURE Standalone
Historically the public market valuation of SECURE has not fully reflected the intrinsic value of SECURE's business, and the Transaction facilitates accelerated value recognition for SECURE shareholders that captures the underlying value of the business today. If the Transaction does not proceed, there may be a limited number of other potential counterparties available to complete a transaction with SECURE, resulting in SECURE shareholders and not having the opportunity to crystalize the value of their investment and achieve ongoing upside potential. On a risk adjusted basis, the Board considers the Arrangement and becoming part of the diversified combined company preferable to continuing as a standalone pure-play waste management and energy infrastructure company.
Independent Process and Fairness
The Transaction is the result of thorough arm's length negotiations between SECURE and GFL. Such negotiations included extensive input from external legal counsel and financial advisors, and the Special Committee, culminating in multiple separate offers from GFL prior to entering into the Arrangement Agreement.
The Arrangement Agreement includes a customary "fiduciary out" that will enable SECURE to enter into a Superior Proposal (as defined in the Arrangement Agreement) in certain circumstances.
RBC Capital Markets and ATB Cormark Capital Markets have provided opinions to the effect that, as of April 12, 2026, and subject to certain assumptions, limitations, qualifications and other matters stated therein, the consideration to be received by SECURE shareholders pursuant to the Transaction is fair, from a financial point of view, to the SECURE shareholders.
BOARD AND SPECIAL COMMITTEE RECOMMENDS SHAREHOLDERS VOTE FOR THE TRANSACTION
The Special Committee, after considering the terms of the Transaction in detail and upon receipt of advice from external legal counsel and the advice and fairness opinion from ATB Cormark Capital Markets, unanimously recommended to the Board, among other things, that the Board approve the Transaction.
The Board, after consulting with its financial and legal advisors, and after careful consideration of, among other things, the fairness opinion from RBC Capital Markets, that the Special Committee had received the fairness opinion from ATB Cormark Capital Markets and the recommendation of the Special Committee, unanimously: (i) determined that the consideration to be received by the SECURE shareholders is fair, from a financial point of view, and that the Transaction is in the best interests of SECURE; (ii) resolved to recommend that the SECURE shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of the Arrangement Agreement and the performance by SECURE of its obligations under the Arrangement Agreement.
VOTING AND SUPPORT AGREEMENTS
TPG Angelo Gordon and Solus Alternative Asset Management LP who in aggregate held approximately 19% of the outstanding SECURE shares as at April 12, 2026, and each director and officer who owns SECURE shares, representing approximately 2% of the outstanding SECURE shares (on a non-diluted basis) as at April 12, 2026, have agreed, among other things, to vote their SECURE shares in favour of the Arrangement Resolution and to otherwise support the Arrangement.
Vote Your Shares Today – Voting is Important and Easy
Shareholders are encouraged to vote well in advance of the Meeting, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to shareholders together with the management information circular. Further details and voting instructions can be found in the Circular under the section entitled "General Proxy Matters".
The deadline for shareholders to return their completed proxies or voting instruction forms is Monday, May 25, 2026 at 10:00 a.m. (Calgary time) or, if the Meeting is adjourned or postponed, no less than 48 hours (excluding Saturdays, Sundays and holidays in the Province of Alberta) prior to the commencement of the reconvened Meeting.
SHAREHOLDER QUESTIONS AND VOTING ASSISTANCE
If you have any questions or require voting assistance, please contact SECURE's proxy solicitation agent:
Laurel Hill Advisory Group
Toll-free calls in North America at 1-877-452-7184 (1-416-304-0211 outside North America)
Text message by texting "INFO" to 416-304-0211 or 1-877-452-7184
Email at assistance@laurelhill.com
ABOUT SECURE
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.
FORWARD-LOOKING STATEMENTS
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, 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 but not limited to: the timing of the Meeting; the consideration that SECURE shareholders will be entitled to receive under the Transaction, including as result of SECURE shareholder elections; the expected benefits of the Transaction, including that the Transaction will provide SECURE shareholders with continued ownership in a larger, more diversified vehicle with exposure to significant scale and growth potential, that the combined company will benefit from SECURE and GFL's complimentary assets, that the combined company will have the ability to capture more waste streams across the value chain, that if the Transaction does not proceed, there are a limited number of other potential counterparties available to complete a transaction with SECURE and that the Transaction will provide SECURE shareholders with the ability to crystalize the value of their investment and achieve ongoing upside potential; 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; that the Meeting will be held when currently scheduled; the satisfaction of the conditions to closing the Transaction; the approval of the Transaction at the Meeting and 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; the ability of the combined company to realize on the anticipated benefits of the Transaction; and other assumptions described in 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 approval at the Meeting 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 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 will be found under the heading "Forward-LookingStatements" and "Risk Factors" in the Circular, along with SECURE's other public disclosure documents which are available on the SEDAR+ website at www.sedarplus.ca.
For more information: Allen Gransch, President & Chief Executive Officer; Chad Magus, Chief Financial Officer, Phone: (403) 984-6100, Email: ir@secure.ca, Website: www.SECURE.ca.
SOURCE SECURE Waste Infrastructure Corp.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/April2026/27/c7947.html
MEDIA CONTACT: Gagnier Communications, Dan Gagnier & Riyaz Lalani, SECURE@gagnierfc.com