Feb 14 2011
Swisher Hygiene Inc., a leading provider of essential hygiene and sanitation products and services, today announced that it has entered into a definitive agreement to acquire Choice Environmental Services, Inc. ("Choice Environmental"), a Fort Lauderdale, Florida-based residential and commercial solid waste services company, by way of a statutory merger involving a wholly-owned subsidiary of Swisher Hygiene.
In the transaction, Swisher Hygiene will issue 9.2 million shares of its common stock to the former shareholders of Choice Environmental at the agreed upon value of US$50.1 million. Swisher Hygiene will also assume approximately US$41.5 million in debt, and expects to pay down a majority of this debt with proceeds from its previously announced subscription receipts offering. The agreement is subject to customary closing conditions, completion of the subscription receipts offering and receipt of all necessary regulatory approvals, including approval of the Toronto Stock Exchange with respect to the shares to be issued in the merger transaction and the subscription receipts offering. Upon satisfaction of all conditions, it is expected that the acquisition of Choice Environmental will be completed no later than March 31, 2011.
"We have been looking closely for strong companies that will complement our current hygiene and sanitary business and products, and the acquisition of Choice Environmental is a perfect fit for Swisher Hygiene as we transform our company into a true full-service provider," said Steven R. Berrard, Chief Executive Officer of Swisher Hygiene. "Choice Environmental has strong recurring revenue streams – many of which are generated from exclusive municipal contracts – at attractive operating margins, a good mix of services that will provide synergies and cross-selling opportunities for our commercial customers and broaden our hygiene and sanitation offering. Choice Environmental also brings to Swisher Hygiene a top-notch management team that has successfully grown the company over the last seven years. Further, the acquisition will enable us to greatly expand our involvement in Florida, a market in which we already have a significant presence."
Choice Environmental has been in business since 2004 and serves more than 150,000 residential and 7,500 commercial customers in the Southern and Central Florida regions through its 320 employees and over 150 collection vehicles by offering a complete range of solid waste and recycling collection, transportation, processing and disposal services. Choice Environmental operates six hauling operations, three transfer and materials recovery facilities and annually processes more than 150,000 tons of material. Choice Environmental has a strong management team, led by Chairman and CEO Glen Miller, with over a century of experience in the waste industry. The entire senior management team of Choice Environmental is expected to join Swisher Hygiene upon completion of the acquisition.
"We are excited at the abundant opportunities that will be present by becoming a part of Swisher Hygiene," said Mr. Miller. "We have had a fantastic run as a standalone company over the past seven years, consistently growing the business over that period with our employees providing the best waste services for our customers in Florida, while investing considerably in efficient equipment that is scalable, environmentally friendly and energy efficient. With the infrastructure already put into place by Wayne Huizenga and Steve Berrard, we foresee significant opportunities for organic and acquisition-related growth."