SECURE Seeks Shareholder Nod for $6.4B GFL Merger, Forging a Titan

CALGARY, AB – April 27, 2026 – SECURE Waste Infrastructure Corp. has formally called on its shareholders to approve a landmark $6.4 billion transaction with GFL Environmental Inc., a move that would create one of North America's most formidable environmental services companies. The Calgary-based firm announced it has filed its management information circular, setting the stage for a special shareholder meeting on May 27, 2026.

The company’s Board of Directors is unanimously recommending that shareholders vote in favour of the arrangement, framing the deal as a pivotal opportunity to unlock immediate value while participating in the growth of a larger, more diversified entity. The transaction comes as the waste management sector experiences a historic wave of consolidation, driven by the pursuit of scale, efficiency, and enhanced sustainability capabilities.

The Deal on the Table

At the heart of the board's recommendation is a compelling financial package for SECURE shareholders. The proposed arrangement values SECURE at an enterprise value of approximately $6.4 billion, representing a significant 23% premium over the company's 60-day volume-weighted average share price leading up to the deal's announcement on April 12, 2026.

Underscoring the deal's structure is a high degree of flexibility designed to appeal to a wide range of investor preferences. Shareholders can elect to receive their payout in one of three ways for each SECURE share they own:

• $24.75 in cash
• 0.4195 of a GFL subordinate voting share
• A mix of $4.95 in cash and 0.3356 of a GFL share

This structure allows investors to either cash out at a premium or roll their investment into the combined entity, gaining exposure to what is expected to be a more powerful market player. The total consideration is expected to be funded by approximately 80% in GFL shares and 20% in cash.

In its circular, SECURE emphasized that the deal is the result of a thorough, independent process. A special committee of independent directors was formed to evaluate the proposal, which followed extensive, arm's-length negotiations that saw GFL submit multiple offers. The board's decision was bolstered by fairness opinions from both RBC Capital Markets and ATB Cormark Capital Markets, which concluded that the consideration offered is fair from a financial point of view to SECURE's shareholders.

Forging a North American Titan

The strategic rationale for the merger extends far beyond the immediate financial premium. The combination of SECURE's specialized waste processing and energy infrastructure assets—concentrated in Western Canada and North Dakota—with GFL's sprawling North American footprint is poised to create a more integrated and competitive enterprise.

GFL, already the fourth-largest diversified environmental services company in North America, has pursued an aggressive growth-by-acquisition strategy. This deal significantly densifies its presence in Western Canada and integrates SECURE’s high-margin industrial and energy waste services into its portfolio.

The press release highlights that the combined company will have an enhanced ability "to capture more waste streams across the value chain, from collection through final disposal." This integration is crucial in an industry where economies of scale and service diversification are key drivers of profitability and resilience.

This merger fits squarely within a broader industry trend of consolidation. The North American waste management sector has seen unprecedented M&A activity, with companies seeking to expand their geographic reach, navigate increasing regulatory complexity, and fund capital-intensive investments in sustainability and technology, such as advanced recycling and waste-to-energy projects. By joining forces with GFL, SECURE aims to become part of a platform better equipped to compete and invest in these future-facing initiatives.

Shareholder Crossroads and Market Reaction

SECURE's leadership is positioning the vote as a critical juncture for its investors. The board argues that the public markets have historically undervalued SECURE’s intrinsic worth as a standalone entity. This deal, they contend, facilitates an "accelerated value recognition" and offers a clear path to realizing that value today, while mitigating the risks associated with remaining a more specialized, pure-play company.

This argument appears to have convinced key stakeholders. Major institutional shareholders TPG Angelo Gordon and Solus Alternative Asset Management LP, who collectively hold about 19% of SECURE's shares, have already entered into agreements to vote in favour of the transaction. All of SECURE's directors and officers have done the same, bringing the total committed support to over 21% of outstanding shares.

However, the market's initial reaction to the deal announcement on April 14 was mixed. While the premium is attractive for SECURE shareholders, GFL's stock saw a notable dip. Analysts attributed the decline to investor concerns over the significant shareholder dilution required to fund the 80% stock portion of the deal, as well as the increased exposure to the more cyclical oil and gas industry through SECURE's operations. Despite this, many analysts acknowledged the powerful strategic logic and long-term synergy potential, with some suggesting GFL's stock was oversold in the immediate aftermath.

The Path to Completion

With the circular now filed, the focus shifts to the upcoming shareholder meeting. For the arrangement to proceed, it must receive approval from at least two-thirds (66⅔%) of the votes cast by all shareholders. A second, simple majority approval is also required from votes cast by minority shareholders, excluding certain insiders as mandated by securities regulations.

The final hurdle will be regulatory clearance. Given the scale of the merger, it will be reviewed by the Canadian Competition Bureau and relevant antitrust authorities in the United States. However, industry analysts have suggested that the risk of significant regulatory roadblocks is minimal due to the limited direct competitive overlap between the two companies' primary operational footprints. The companies expect the transaction to close in the second half of 2026, pending these approvals.

SECURE shareholders are being urged to vote well in advance of the proxy deadline on May 25, 2026, at 10:00 a.m. Calgary time. The meeting itself will be held in a hybrid format, allowing for both in-person attendance in Calgary and virtual participation via a live audio webcast.