-- (Updates share price and adds commentary from Stifel Canada on Bloomberg report flagging GFL buying Secure in paragraphs four and five)
GFL Environmental Inc. (NYSE and TSX: GFL) was at last look down 2.5% in US premarket trade after saying Monday it has agreed to acquire all of the issued and outstanding common shares of SECURE Waste Infrastructure Corp. (SES.TO) for $24.75 per SECURE common share, representing an enterprise value of approximately $6.4 billion.
In a statement GFL said consideration for the transaction will be satisfied through a combination of 80% in GFL subordinate voting shares and 20% in cash. It added the transaction will be implemented through a plan of arrangement under the Business Corporations Act (Alberta).
Among highlights, GFL said the deal will be immediately accretive, increasing Adjusted Free Cash Flow per share by 12% to 15% and will give it a "highly attractive financial profile", increasing Adjusted EBITDA margin to 31.6% and Adjusted Free Cash Flow conversion to between 40.5% and 42.5% on a pro forma basis.
Stifel Canada noted Bloomberg had reported that GFL may offer to acquire SECURE for $24.50 per share, which would have been a 15% premium to Friday's close, but slightly below its target price of $26.00 per share. It noted the implied 2026 estimated valuation was 12 times the enterprise multiple (EV/EBITDA) and 25.5 times price earnings P/E.
Stifel Canada said, "If this offer from GFL comes to fruition it would be solid, but we do believe that SES could potentially fetch a slightly higher price given the growth outlook. There is no certainty a deal will be completed, but the stock should trade up sharply today, and this potential interest in SES from GFL does help bolster our investment thesis. Our view has been that SECURE's business has become significantly more resilient over the last five-years and is more akin to its residential and industrial waste peers."
Shares in SES closed Friday up $0.07 or 0.33% at $21.36. GFL was down by more than 3% in both Canada and the U.S. last Friday.