defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o |
|
Definitive Proxy Statement |
o |
|
Definitive Additional Materials |
þ |
|
Soliciting Material Pursuant to §240.14a-12 |
Laidlaw International, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Per unit or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
Total fee paid: |
|
|
|
|
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
|
(1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
|
|
|
|
(2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
Filing Party: |
|
|
|
|
|
|
|
|
|
|
|
(4) |
|
Date Filed: |
|
|
|
|
|
|
|
|
|
Set forth
below is an internet communication posted on Laidlaw International, Inc.s internal
website for review by employees of Laidlaw International on February 9, 2007.
1. Why is this deal good for Laidlaw?
This deal is good for our shareholders as it provides a premium for our shares; good for our
customers since as a combined entity we will be able to offer improved services and reduce costs;
and good for our employees, who will see opportunities as a result of growth. The combination of
our companies will bring together well known brands and well respected companies that share a very
strong focus on employee and customer satisfaction.
2. Tell us more about First.
FirstStudent states, From our company President to every driver, our organizational culture is
committed to the highest safety in all our workplace and operational activities. Find out more
about the organization on their company website: http://www.firststudentinc.com. Here are some
other facts about the organization:
|
|
Stock traded on London Stock Exchange |
|
|
UKs largest bus and rail company |
|
|
74,000 employees in UK and North America |
|
|
Entered U.S. in 1999 with acquisition of Ryder |
|
|
U.S. headquarters in Cincinnati |
|
|
24,000 employees in North America |
|
|
21,000 buses in North America |
3. Why didnt Laidlaw buy First?
The UK bus market and the rail industry, which are Firsts primary business, would be new areas for
Laidlaw to enter. On the other hand, First knows the U.S. bus business and understands its
potential.
4. Will we still be called Laidlaw?
For now, we are still two separate companies and we will remain so until the deal closes, operating
as usual under the Laidlaw names Laidlaw Education Services, Greyhound and Laidlaw Transit
Services. If the deal closes, it will be up to First to decide the names of the operating
companies.
5. What will happen to the Laidlaw leadership team? Will they have a role at the new
organization?
For now, we are two separate and independent companies and there will be no change to the Laidlaw
leadership team. If the deal closes, it will be up to First to decide on the North American team.
We would expect to see the most change at Laidlaw International, LES and LTS head offices, as these
functions come together. We would expect much less change in the field at LES or LTS, or at
Greyhound.
6. What do you mean if the deal closes? What is the timetable?
Although Laidlaw and First intend to work hard toward closing the deal, several important steps
must happen before the deal can close. At this time, it is hard to say exactly how long this
process may take. These include the following:
|
|
Approval of the transaction by Laidlaws shareholders. This will
require the preparation and filing of a proxy statement with the
U.S. Securities and Exchange Commission, the mailing of these
materials to shareholders and then a shareholder meeting for
Laidlaw. |
|
|
Approval of the transaction by Firsts shareholders. This will
require regulatory filings in the U.K. and holding a meeting for
First shareholders. |
|
|
Expiration or termination of any waiting periods under the US
Hart-Scott-Rodino pre-merger notification statute and the Canadian
Competition Act each of which relate to the antitrust review of
this transaction in the U.S. and Canada. |
|
|
Other regulatory approvals as well as standard contractual
conditions that must be met. |
At this point, it is difficult to assess how long all of this will take, but we expect this may
take a few months.
Because this transaction may take several months to close, it is extremely important to stay
focused on our business, and remember that until the deal closes we are two separate and distinct
companies. Our rule of thumb is to carry on our business as usual.
7. What happens if the deal does not close?
If the deal does not close, then we remain two separate companies. Thats why its so important to
continue to focus on our current goals and provide great service to our customers.
8. Do the unions get a say in whether or not this merger closes?
The final decision on the deal will be made by the shareholders of both companies, after approval
by the regulators, as described above.
9. Will Greyhound be sold?
After closing, a decision on all key assets will be made by First. Until the deal closes, it will
be business as usual at all of the operating companies, including Greyhound.
10. Will Greyhounds negotiations with the ATU continue?
Yes.
11. Are all labor agreements still in effect?
Yes.
12. At LES and LTS, we are in the middle of negotiating various new labor agreements. How will
this impact our negotiations?
Until a deal closes, Laidlaw will continue to operate as business as usual. This includes
continuing negotiations on labor agreements, as required.
13. What about contracts we have with suppliers or other groups? If the deal closes, will First
honor these agreements?
Yes. All contractual obligations of Laidlaw will be honored by the combined entity.
14. How will the combined company reduce overhead and administrative costs?
When companies come together, there are functions that are redundant, and positions are eliminated
because of duplication. It will take some time to determine what the combined company would look
like, though most of the reductions would be expected in the corporate offices at Laidlaw
International, LES and LTS. It is important to remember that these changes will only take place
after the deal closes.
15. When will we know who will be laid off?
The timing will be determined by the regulatory and shareholder approval process. Nothing will be
determined until after the deal closes. Most of the headcount reductions would be expected at the
Laidlaw International and the LES and LTS corporate offices. Less change is expected in the field
or at Greyhound.
16. If Im laid off, will I get a severance package?
We will continue to treat employees fairly and to follow our normal policies/practices for any
employee laid off or terminated not for cause until the deal closes. After closing, First has
agreed to continue to offer substantially similar benefits for at least a year.
17. Will my benefits change?
It will be business as usual at Laidlaw until the deal closes. This means that compensation and
benefits, and other employee policies and practices will continue normally. If there are any
changes after the deal closes, you will receive communication at that time. Remember that there are
still important approvals which must be obtained for the deal to close, and that this will take
some time.
18. During the period of time before closing, what are the key dos and donts we should
remember as we carry on our business?
|
|
DO continue to compete to win. |
|
|
DO remember that Laidlaw and First are independent, separate companies until the deal closes. |
|
|
DO tell customers that it will be business as usual until the deal closes. |
|
|
DO NOT appear to be a spokesperson for Firsts products or services and DO NOT refer customers to Firsts sales force. |
|
|
DO NOT make joint sales calls or coordinate in any way with First. |
|
|
DO NOT speculate in any way with customers about the likely impact of the proposed deal, on future services or on
future pricing. |
|
|
Consult with the Legal department if you have any questions or concerns. |
19. We are heading into bidding season at LES and LTS, will we handle bids differently?
No. We are still two separate and independent companies and should continue to respond to bids as
such. Please see the dos and donts described in Question 18.
20. What
if someone contacts me about making a different offer for Laidlaw or
any of its business units?
Tell that person you are not authorized to speak for Laidlaw and that
Laidlaw and its businesses are required to handle any such contacts
related to alternative acquisition transactions as specified in our
agreement with First. If this should occur please contact the legal
representative for your business unit (see Q. 31 below) immediately.
21. What do I need to do differently?
Nothing. Continue to focus on the good work youre doing. We are an independent company until the
acquisition is complete and thus should continue to act in our best interest.
22. Will we continue with our major initiatives?
Absolutely! We must keep moving forward on our important initiatives to ensure we meet our
customers demands for improved services. Remember that our rule of thumb is to carry on business
as usual.
23. I participate in an STIP plan. Will I still be eligible for a 2007 payout?
Yes. The 2007 STIP plans will remain in place and payments will be determined based on achieving
the objectives set out in the plans. In the event that you are terminated not for cause in
conjunction with headcount reductions associated with this deal, prior to approval of payments
under the plan, you will be eligible for a prorated payment based on your time worked during the
year. Payments would be made at the same time as those made to other employees.
24. Will we continue to operate from our current office locations?
For now, it is business as usual and we will operate from our current offices. Once the deal
closes, there will be a process to determine what space is required.
25. Will the LI head office continue to be in Naperville?
For now, it is business as usual and we will operate from our current offices. Once the deal
closes, there will be a process to determine what space is required.
26. What should I tell my customers?
Talking points and FAQs for customers will be available online. Please use these materials when
asked by customers about the deal. If you get a question to which you do not know the answer,
please contact Corporate Communications for assistance.
27. Can I buy Laidlaw stock?
Until the time that Laidlaw files its definitive proxy statement, no employee should buy or sell
Laidlaw stock. Following the filing of our proxy statement, you may not trade in Laidlaw stock if
you have material, inside information not available to the general public. If you are a covered
employee under the Laidlaw Securities Trading Policy, you may only trade during specified window
periods. Please check with the Legal department if you have any questions before you buy or sell
Laidlaw stock.
28. When will we hear more?
We will put out regular updates as information becomes available.
29. How will we hear more?
Your corporate communications team will continue to provide updates to FAQs and regular
communications through the closure process.
30. Who can I contact with more questions?
Ask your supervisor or send an email to
corporatecommunications@lpsg.com to get
an answer to your questions.
31. If I have Legal questions, who do I contact?
Please contact the Legal representative for your business unit as indicated below:
|
|
For Laidlaw International: Richard Parker at 1.630.848.3164. |
|
|
|
For Laidlaw Education Services: Bev Wyckoff at 1.630.848.3031 |
|
|
|
For Laidlaw Transit Services: Bev Wyckoff at 1.630.848.3031 |
|
|
|
For Greyhound Lines: Mark Southerst at 1.972.789.7415 |
Additional Information and Where to Find It
In connection with the proposed merger and required stockholder approval, Laidlaw International
will file with the U.S. Securities and Exchange Commission a preliminary proxy statement and a
definitive proxy statement. The proxy statement will be mailed to Laidlaws stockholders. Laidlaws
stockholders are urged to read the proxy statement and other relevant materials when they become
available because they will contain important information about the above-described transactions
and Laidlaw. Investors and security holders may obtain free copies of these documents (when they
are available) and other documents filed with the SEC at its web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed with the SEC by
Laidlaw by going to Laidlaws Investors page on its corporate website at www.laidlaw.com or by
directing a request to Laidlaw International, 55 Shuman Boulevard, Naperville, IL, 60563.
Attention: Investor Relations.
Laidlaw and FirstGroup and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Laidlaw in connection with the
above-described transactions. Information about Laidlaw and its directors and officers can be
found in Laidlaws Proxy Statements and Annual Reports on Form 10-K filed with the SEC. Information
about FirstGroup and its directors and officers can be found in FirstGroups Annual Reports
available on FirstGroups Investor Centre page on its corporate website at www.firstgroup.com.
Additional information regarding the interests of those persons may be obtained by reading the
proxy statement when it becomes available.