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Laidlaw Environmental makes $1.8 billion offer for Safety-Kleen Corp.

November 4, 1997

CHICAGO (AP) _ Laidlaw Environmental Services Inc. made a hostile bid for recycler Safety-Kleen Corp., offering $1.8 billion in cash, stock and assumed debt after the company spurned previous friendly takeover attempts.

Laidlaw, based in Columbia, S.C., is offering $14 in cash and 2.4 shares of its stock for each of the 58.3 million outstanding Safety-Kleen shares, a deal worth $1.8 billion with the assumption of the company’s $246 million in debt. Tuesday’s bid is about 18 percent above Safety-Kleen’s value of about $25.85 a share.

Safety-Kleen’s stock jumped 17.4 percent to $25.75 a share on the New York Stock Exchange, up $3.81. Laidlaw’s stock rose 6 cents to $5 a share.

Safety-Kleen, based in Elgin, Ill., in early August said it was exploring alternatives to boost its share price, including an acquisition or sale. The company’s stock had languished in the $13-$18 range for years before the announcement but had recently been on the rise amid expectations of a sale.

``There’s no arguing the fact that the stock has not participated in the long bull market, and the board decided to explore strategic alternatives to enhance shareholder value,″ said spokeswoman Maureen Fisk.

The company apparently already has other suitors. It said in a statement that it will consider Laidlaw’s proposal, ``along with those of others and other strategic alternatives.″

Laidlaw chairman James Bullock said that since September Safety-Kleen has spurned its advances at combining the companies and realizing $100 million annually in savings.

``In response to your continuing unwillingness to meet or commence discussions with us in a meaningful way, our board of directors today authorized and directed senior management ... to pursue the acquisition of Safety-Kleen,″ Bullock said in a letter to Safety-Kleen’s chairman and chief executive, Donald Brinckman.

Laidlaw, which already owns 600,000 shares of Safety-Kleen stock, has secured the financing for the acquisition, he said.

Safety-Kleen specializes in providing equipment and solvents for cleaning industrial parts and in recycling the solvents, dry-cleaning fluids and used motor oil.

Its 1996 profits rose 14.6 percent to $61 million from $53 million a year earlier. The company’s earnings this year have been hurt by a slump in prices from oil it recycles from service stations, but they are expected to meet Wall Street expectations of between $1.04 and $1.06 a share, Fisk said.

Laidlaw operates a hazardous-waste landfill near Pinewood, S.C., various waste incinerators and other hazardous-waste handling operations. Earlier this year, it was spun off from Canada’s Laidlaw Inc.

Bullock urged Safety-Kleen officials to meet with Laidlaw executives. The company hopes to complete a merger or takeover by year’s end, he said.

Laidlaw lost $183 million, or almost $1.33 per share, for its fiscal year ending in August. That included a $332 million restructuring charge.

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