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 HOUSTON, Sept. 1 /PRNewswire/ -- Browning-Ferris Industries, Inc. (NYSE: FBI) and Western Waste Industries (NYSE: WW) jointly announced today that they have reached an agreement in principle for the acquisition by BFI of Western in a stock-for-stock merger of the two companies. The letter of intent calls for BFI to exchange with Western stockholders 1.02 shares of BFI common stock for each share of Western common stock. The agreement in principle provides that the transaction is subject to renegotiation if the price of BFI common stock, determined in accordance with a formula to be set forth in the definitive agreement, is more than $30 or less than $20 per share.
 BFI stock closed at $24 7/8 on September 1, 1993, and Western stock closed at $17 on that day. Based on the closing price for BFI's stock, and taking into account Western's indebtedness, a BFI spokesman valued the transaction at approximately $520 million. The combined revenues of the two companies will exceed $3.6 billion, of which approximately $3.4 billion will be from BFI's operations and approximately $230 million will be from Western's.
 While the transaction is pending, Western has agreed not to invite bids or inquiries from other parties. The companies expect the merger to be a tax-free reorganization and expect it to be accounted for as a pooling of interests. The companies said that the transaction is subject, among other things, to the negotiation and execution of a mutually satisfactory definitive merger agreement, each party's satisfaction as to the results of its due diligence with respect to the other party, approval of the transaction by Western's stockholders, the satisfaction of all regulatory requirements in a mutually acceptable manner, appropriate assurances as to the tax-free reorganization and pooling of interests features of the transaction and receipt of investment bankers' fairness opinions by both companies.
 A BFI spokesman said that BFI viewed the merger as a significant expansion of its core waste services business, especially in the Southern California market, and expects to realize operating efficiencies upon integration of Western's and BFI's operations. The spokesman said that BFI will establish a Western Waste Division, to be headquartered in Southern California, that will be headed by Kosti Shirvanian, president and chief executive officer of Western. The spokesman added that Mr. Shirvanian is expected to become a member of BFI's board of directors.
 A Western spokesman said that the transaction would give the stockholders of Western an opportunity to participate as stockholders in the broader business of BFI.
 Western Waste Industries is an integrated solid waste management company providing collection, recycling, composting and disposal services for commercial, industrial and residential customers. The company has locations in California, Texas, Florida, Arkansas, Louisiana and Colorado.
 Browning-Ferris Industries, Inc. is one of the largest publicly-held companies engaged in providing waste services. Subsidiaries and affiliates collect, transport, treat and dispose of commercial, residential and municipal solid waste and industrial wastes. BFI subsidiaries are also involved in recycling, resource recovery facilities and medical waste services.
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 /CONTACT: Sandra D. Glatzau, analysts, 713-870-7161 or Peter G. Block, media, 713-870-7854, both of Browning-Ferris Industries, Inc., or Lawrence F. McQuaide of Western Waste Industries, 310-328-0900/

CO: Browning-Ferris Industries; Western Waste Industries ST: Texas IN: ENV SU: TNM

TM -- NY085 -- 8189 09/01/93 20:36 EDT
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Publication:PR Newswire
Date:Sep 1, 1993

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