Table of Contents
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MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT
ADDITIONAL INFORMATION
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE WASTE CONNECTIONS SPECIAL MEETING
SUMMARY
COMPARATIVE PER SHARE MARKET PRICE INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
RISK FACTORS
SELECTED HISTORICAL FINANCIAL DATA OF PROGRESSIVE
SELECTED HISTORICAL FINANCIAL DATA OF WASTE CONNECTIONS
SELECTED UNAUDITED PRO FORMA FINANCIAL DATA
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL DATA
CURRENCY EXCHANGE RATE DATA
INFORMATION ABOUT THE COMPANIES
THE WASTE CONNECTIONS SPECIAL MEETING
WASTE CONNECTIONS PROPOSALS
THE MERGER
THE MERGER AGREEMENT
RESALE OF PROGRESSIVE COMMON SHARES
CERTAIN TAX CONSEQUENCES OF THE TRANSACTIONS
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
MANAGEMENT OF THE COMBINED COMPANY FOLLOWING THE TRANSACTIONS
COMPARISON OF THE RIGHTS OF HOLDERS OF WASTE CONNECTIONS COMMON STOCK AND PROGRESSIVE COMMON SHARES
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF PROGRESSIVE
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT/DIRECTORS OF WASTE CONNECTIONS
EXPERTS
VALIDITY OF COMMON SHARES
WASTE CONNECTIONS ANNUAL MEETING STOCKHOLDER PROPOSALS
OTHER MATTERS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ANNEX A. AGREEMENT AND PLAN OF MERGER
ANNEX B. OPINION OF MORGAN STANLEY & CO. LLC
FINAL PAGE