Clean Harbors, Inc. · NYSE:CLH
Clean Harbors — Merger or Acquisition (April 2009)
21 slides from Clean Harbors's merger presentation, Apr 29, 2009
Slide 1: Clean Harbors Signs Definitive Agreement to Acquire Eveready Inc.
Clean Harbors Signs Definitive Agreement to Acquire Eveready Inc. April 29, 2009 Clean Harbors, Inc. (NYSE: CLH) www.cleanharbors.com
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ
Slide 3: Agenda
Agenda Eveready Corporate Overview Acquisition Rationale Transaction Details Q&A 3
Slide 4: Eveready Inc. (TSX: EIS.UN)
4 TSX: EIS.UN Eveready Inc. slides used with permission evereadyinc.com
Slide 5: Locations
Locations Canada • 66 offices – British Columbia - 8 – Alberta - 50 – Saskatchewan - 5 – Manitoba and Ontario – 3 USA • 10 offices – Michigan, Texas, Louisiana, Kentucky, New Jersey, California Outside North America • 3 offices – Brazil, Singapore and England 5 Eveready Inc. slides used with permiss
Slide 6: Equipment - Fleet
Equipment - Fleet • More than 1,300 truck and trailer mounted units including: – Vacuum trucks – Tankers – Hydrovacs – Chemical cleaning trucks – High-pressure water blasting trucks – Flush-bys – Coiled tubing – Pressure trucks – Steam trucks – Hot oilers 6 – Etc. Eveready Inc. slides used with perm
Slide 7: Equipment - Specialized
Equipment - Specialized • Several hundred specialized pieces of equipment including: – Mulchers – Directional drills – Heli-portable and track drills – Dewatering equipment – Pumps – Centrifuges – Compressors – Etc. 7 Eveready Inc. slides used with permission
Slide 8: Equipment - Rentals and Lodges
Equipment - Rentals and Lodges • 6 Industrial Lodges (1588 rms) • 3 Construction Camps (182 rms) • 15 Drill Camps (210 rms) • Eveready employee camps (500 rms) • 75 Well site units • Production equipment • Access and rig matting • Portable bridges 8 Eveready Inc. slides used with permission
Slide 9: Top 20 Customers in 2007
Top 20 Customers in 2007 • Top 20 customers accounted for 50% of 2007 revenue 9 Eveready Inc. slides used with permission
Slide 10: Employees
Employees • More than 2,100 employees • Approximately 30% of employees are Eveready owners 10 Eveready Inc. slides used with permission
Slide 11: Eveready Inc. slides used with permission
11 Eveready Inc. slides used with permission
Slide 12: Exploration
Exploration • Line clearing • Seismic surveying • Geospatial mapping • Core hole drilling support • Drill camps • Matting and bridge rentals • Drilling waste hauling & disposal 12 Eveready Inc. slides used with permission
Slide 13: Development and Construction
Development and Construction • Ice roads • Water and sewer • Waste hauling & disposal • Hydro-excavating • Construction camps & lodges • Directional boring • Pressure testing • Heating & steaming • Industrial health safety services • Facilities rentals • Pre-operational cleaning • Lube oil flushing
Slide 14: Production
Production • Fluid hauling • SAGD drilling support • Mining support • Industrial lodging • Steam cleaning • Hazardous waste removal & disposal • Filter sales & rentals • Pipeline testing • Dredging & emulsion of tailing ponds • Tank cleaning 14 Eveready Inc. slides used with permission
Slide 15: Maintenance
Maintenance • Decoking & pigging • Chemical cleaning • High-pressure water blasting • Bundle pulling • Dry ice blasting • Catalyst change out • Lube oil flushing • Tank cleaning • Industrial lodging • Industrial health safety services 15 Eveready Inc. slides used with permission
Slide 16: Remediation & Reclamation
Remediation & Reclamation • Hazardous waste hauling • Class 1A hazardous and Class 2 non-hazardous landfill solid waste disposal • Class 1A hazardous liquid disposal well services 16 Eveready Inc. slides used with permission
Slide 17: A Solid History of Growth
A Solid History of Growth Revenue Profile EBITDA Profile (In millions) (1996 – 2008) (In millions) (1996 – 2008) $700 $650.6 $120 $108.9 $600 $100 $518.9 $500 $78.4 $80 $379.7 $64.7 $400 $60 $300 $220.3 $40 $31.1 $200 $78.9 $20 $100 $57.1 $7.1 $8.8 $24.8 $33.9 $0.3 $0.5 $0.6 $3.1 $4.0 $5.4 $2.0 $2.9
Slide 18: Acquisition Rationale
Acquisition Rationale Eveready represents a compelling acquisition that we believe will deliver significant long-term shareholder value Accelerates ongoing expansion strategy Broadens geographic reach • Provides first foothold in international markets beyond North America Talented team and str
Slide 19: Transaction Details
Transaction Details Cash: USD $49 million – Approx. USD $2.64 for each Eveready share Stock: Issue 2.4 million shares of CLH common stock – Exchange rate of 0.1304 CLH shares = 1 Eveready share Debt: Assume ~ USD $220 million of Eveready debt Total Acquisition Cost of ~USD $387 Million 19
Slide 20: Transaction Details
Transaction Details Acquisition pending approvals and closing conditions Eveready executives/shareholders voted in favor (26% of total shares) • Entered into a voting and lock-up agreement Expect acquisition to be immediately accretive (excluding one-time fees and acquisition-related expenses)
Slide 21: Q&A
“| | | | ——* ato _™ (leanHarbors ENVIRONMENTAL SERVICES° www.cleanharbors.com