ACCC will not oppose waste industry Toxfree acquisition

The ACCC has announced that it will not oppose the proposed acquisition of Tox Free Solutions Ltd (Tox Free) (ASX: TOX) by Cleanaway Waste Management Limited (Cleanaway) (ASX: CWY).

It comes after Cleanaway agreed to acquire Tox Free Solutions (Toxfree) for about $671 million at the end of last year.

“This was a complex matter for the ACCC. We consulted extensively with over 70 interested parties including customers, competitors, regulators and industry bodies. There was a mix of views on the competitive impacts, with some expecting little change, and others highlighting concerns,” ACCC Commissioner Roger Featherston said.

Related stories:

The ACCC’s investigation focused on waste streams and regions where the parties’ operations overlap, and the competitive implications of Cleanaway’s overall growth and increased vertical integration. Some of the key areas of focus were:

  • Hazardous waste processing, particularly in NSW, Victoria, Queensland, SA and WA, and hazardous waste collection (including household hazardous waste collection)
  • Non-hazardous liquid waste processing, particularly in NSW/ACT and Queensland
  • Medical waste collection, particularly in Victoria, and medical waste processing,particularly in NSW, and
  • Used lubricating oil collection, particularly in WA.

“Although there may be a lessening of competition in some waste streams, such as hazardous waste collection and processing, and used lubricating oil collection, we considered that, in this case, the proposed acquisition is unlikely to meet the threshold of a substantial lessening of competition,” Mr Featherston said.

“We concluded that the threat of customers switching to competitors would constrain Cleanaway from increasing prices or decreasing service levels to a significant extent in any waste stream or geographic area.”

“Competitors include major global waste companies such as Veolia, Suez and Remondis, as well as smaller local and regional operators,” Mr Featherston said.

The ACCC has noted the growing consolidation in the waste industry and any future merger or acquisition involving any large suppliers of waste management services will be closely investigated.

“Increased vertical integration, particularly between waste collection and waste processing, was also an issue raised by industry participants. We considered, however, that the increased vertical integration arising from this transaction would be unlikely to substantially lessen competition because of competitive constraints imposed by alternative suppliers.”

Cleanaway releases FY18 half year results

Cleanaway has released its FY18 half-year results, reporting “strong organic growth”, with revenue up 8.4 per cent.

In a statement, the company said all operating divisions have increased revenue and earnings, with a strong cash conversion, while ramp-up and mobilisation of new major contracts is in progress. The sale of another closed landfill site in Victoria has reduced the landfill remediation provision by $5.4 million, the company said.

Cleanaway also provided an update on the acquisition of Toxfree Solutions, which it said is anticipated to be completed during the second quarter of 2018.

Earnings before interest, taxes, depreciation, and amortisation (EBITDA) was reported to be $154.2 million, a 2.8 per cent increase on the 2017 half-year results. Net revenue sat at $722.2 million, a 7.4 per cent increase on 2017 half-year results, while gross revenue sat at $785.5 million, an 8.4 per cent increase. Net profit after tax rose by 60.7 per cent compared to the same period to $45 million.

“Each of our three operating divisions – solid collections, solids post collections and liquids and industrial services – increased revenue and earnings in the period,” Chief Executive Officer and Managing Director Vik Bansal said.

Related stories:

“During 1H18 we started the roll-out of a number of major new contracts.

“Development of our resource recovery footprint continues. During the half we commenced construction of our Sydney post collection which we expect to have completed by the first half of FY19.”

In its underlying divisional performance, Cleanaway’s solids collections and solids collections division reported increased revenue and earnings.

Compared to the previous corresponding period, net revenue for solids collections increased 9.3 per cent to $441.7 million. Solid post collections saw net revenue increase by 15.3 per cent to $107.9 million.

The liquid and industrial services division had a net revenue increase of 3.2 per cent to $214.7 million.

Mr Bansal said the acquisition of Toxfree was a transaction unanimously recommended by the Toxfree board, in the absence of a superior proposal. He said it is a strategically compelling transaction that will enhance the company’s capabilities in solids, liquids and industrial services, accelerate the implementation of its Footprint 2025 strategy, and provide a leading position in the attractive medical waste sector.

“To support the acquisition, we also undertook an equity raising that raised approximately $590 and was completed in January,” Mr Bansal said.

“We remain optimistic of receiving all the necessary approvals for the acquisition to be completed sometime during the second quarter of CY2018.”

Integration of the Toxfree business is expected to deliver about $35 million in annual synergies, released over a two-year integration period. Cleanaway completed a 3.65 non-renouncable pro rata entitlement offer at $1.35 per new share in conjunction with the Toxfree announcement. About $590 million was raised and 437.3 million new shares issued.

Discussing the outlook for FY18, Mr Bansal said recent major contract wins have established a firm base for revenue growth in its solids business, adding that the company remains optimistic of continuous improvement in the liquids and industrial services business.

“The cost disciplines we have in place, along with the further initiatives being implemented across the company, should result in both the solids and liquids and industrial services segments further increasing operational earnings in FY18.”

Commenting on the recent changes to the Chinese importation of recycling material, Mr Bansal added:

“The major issue within the industry is the level of contamination from the recyclable material collected from the municipal councils. This is commingled waste and has a much higher level of contamination than the waste received from the commercial and industrial sector.

“Cleanway’s exposure to the sale of these municipal sourced materials is minimal. However, we are in discussions with relevant municipal customers to mitigate any issues.”

 

JOIN OUR NEWSLETTER

JOIN OUR NEWSLETTER
Close