Clean Harbors Signs Definitive Agreement To Acquire Safety-Kleen – A Leading Provider Of Environmental And Recycling Services

Clean Harbors, Inc. (“Clean Harbors”) (NYSE:CLH), the leading provider of environmental, energy and industrial services throughout North America, today announced it has signed a definitive agreement to acquire Safety-Kleen, Inc. (“Safety-Kleen”), the largest re-refiner and recycler of used oil in North America and a leading provider of parts cleaning and environmental services. Under the terms of the agreement, Clean Harbors will purchase Safety-Kleen in an all-cash transaction valued at $1.25 billion. The acquisition is subject to approval by U.S. and Canadian regulators, as well as other customary closing conditions. The transaction is expected to be completed by year-end.

Based on the current operating and anticipated future performance of Safety-Kleen, Clean Harbors expects the acquisition will be immediately accretive, excluding one-time fees and acquisition-related expenses. The Company has received a financing commitment from Goldman Sachs Bank USA, but is currently considering several financing options for the transaction that may include a combination of existing cash, debt and equity.

The transaction will enable Clean Harbors to:

• Penetrate the small quantity waste generator market
• Broaden its waste treatment capabilities to include re-refining waste oil and expanded solvent recycling capabilities
• Drive substantial increase in waste volumes into its existing waste disposal treatment network
• Capitalize on the growing demand for recycled products including re-refined oil
• Enhance its commitment to sustainability
• Leverage the combined sales forces to maximize cross-selling opportunities
• Add an immediately accretive business to accelerate growth
• Leverage operating efficiencies through the combined company
• Add to its strong cash flow generation

“This acquisition is a landmark achievement for Clean Harbors that we believe will build significant long-term value for our shareholders,” said Alan S. McKim, Chairman and Chief Executive Officer. “Safety-Kleen is a recognized leader in the environmental services field with a corporate heritage that dates back nearly 50 years with a strong service culture. We have the benefit of a long and positive relationship with Safety-Kleen as a result of our acquisition of its Chemical Services Division a decade ago. Safety-Kleen has been a large customer of our environmental services business. The addition of its entire organization aligns perfectly with our acquisition strategy of expanding our Environmental Services business in North America. Safety-Kleen is the largest collector of waste from the small quantity generator market and the leader in re-refining used oil in North America.”

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