ccordingly, if the Merger and the Separation are not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Enviri common stock. If the Transaction Proposal is not approved by Enviri’s stockholders or if the Merger and the Separation are not completed for any other reason, there can be no assurance that any other transaction acceptable to Enviri will be offered or that Enviri’s business, prospects or results of operation will not be adversely impacted.
In addition, the Merger Agreement provides that, upon termination of the Merger Agreement under certain circumstances, Enviri may be required to pay to Veolia the termination fee of $80,000,000. In certain circumstances, Veolia may be required to pay to Enviri the Reverse Termination Fee of $150,000,000. See the sections entitled “The Merger Agreement ― Termination Fee” and “The Merger Agreement ― Reverse Termination Fee” beginning on page 102 of this proxy statement for a discussion of the circumstances under which the Termination Fee or Reverse Termination Fee may be required to be paid.
Background of the Merger and the Separation
The Enviri Board and representatives of Enviri management meet and consider, on an ongoing basis, Enviri’s long-term strategy and the range of strategic opportunities available to Enviri to strengthen its business and to enhance stockholder value, including acquisitions, dispositions and other strategic transactions.
During the period from 2021 through mid-2024, the Enviri Board considered a range of alternatives to address what it and Enviri management believed to be a persistent discount to the trading value of Enviri’s shares relative to the sum-of-the-parts value of Enviri’s businesses, including the possibility of selling one or more of Enviri’s businesses. No transaction was entered into during this period.
On October 2, 2024, the Enviri Board held a meeting at which members of Enviri management and representatives of BofA Securities, Inc. (“BofA Securities”) were present. At the meeting, representatives of BofA Securities discussed with the Enviri Board various potential strategic alternatives to maximize value for Enviri stockholders, including a potential sale of the Harsco Environmental business, a potential sale of the Clean Earth Business, a potential sale of Enviri as a whole, a potential transaction in which Enviri would partially de-lever its balance sheet by issuing equity to one or more private investors, and Enviri continuing to execute on its stand-alone business plan. Following a review of the foregoing alternatives, the Enviri Board determined that it was in the best interest of Enviri and its stockholders for Enviri to continue to execute on its existing business plan in the near-term but that the Enviri Board, with the assistance of management and Enviri’s advisors, would continue to monitor the market for an opportune time to further consider strategic alternatives to maximize stockholder value.
On November 22, 2024, a potential strategic acquirer (which we refer to as “Party A”) submitted to Enviri an unsolicited preliminary, non-binding indication of interest for an acquisition of the Clean Earth Business at an all-cash price reflecting an enterprise value for the business of $2.0 billion.
On December 18, 2024, a stockholder of Enviri sent a letter to the Enviri Board urging the Board to conduct a strategic review of all of Enviri’s businesses.
On December 20, 2024, the Enviri Board held a meeting at which members of Enviri management and representatives of BofA Securities and Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), Enviri’s outside legal counsel, were present. At the meeting, representatives of BofA Securities discussed with the Enviri Board the indication of interest submitted by Party A as well as the possibility of obtaining an improved proposal from Party A or another potential acquiror; recent market developments and challenges facing Enviri’s businesses; and various potential strategic alternatives to maximize value for Enviri stockholders, including a potential sale of the Harsco Environmental business, a potential sale of the Clean Earth Business, a potential spin-off of the Clean Earth Business, a potential sale of Enviri as a whole, and Enviri continuing to execute on its stand-alone business plan. At the meeting, a representative of Fried Frank discussed the fiduciary duties of the Enviri Board in connection with its consideration of the indication of interest from Party A and other potential strategic alternatives. After discussion, the Board determined that, while Party A’s offer was financially attractive, the Enviri Board was confident that Enviri could receive an improved offer by introducing competitive tension in a sale process. The
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Enviri Board also determined that given market forces and other challenges Enviri then faced, it continued to be in the best interest of Enviri and its stockholders for Enviri to continue to execute on its existing business plan but with the Enviri Board, together with management and Enviri’s advisors, continuing to monitor market developments to determine the appropriate time to further consider strategic alternatives to maximize stockholder value.
On February 20, 2025, Enviri announced that Nicholas C. Fanandakis would be nominated by the Enviri Board to stand for election as an independent director at Enviri’s upcoming 2025 Annual Meeting of Stockholders. Mr. Fanandakis’ nomination was made in accordance with a January 17, 2025 Cooperation Agreement between Enviri and Neuberger Berman Group LLC and certain of its affiliates.
On April 7, 2025, a financial sponsor (which we refer to as “Party B”) sent an unsolicited e-mail to F. Nicholas Grasberger III, Enviri’s Chairman, Chief Executive Officer, and (at the time) President, in which the financial sponsor indicated an interest in a potential acquisition of Enviri as a whole. The email did not indicate a specific price for such a transaction, but indicated that Party B’s expectation, based on its initial diligence from public information, was that it would have the ability to pay in excess of 60% over the volume weighted average price (VWAP) for the Enviri shares over the prior 60-day period. The 60-day VWAP for the Enviri common stock was then approximately $7.23 per share, and 60% over that VWAP was $11.57 per share.
On April 24, 2025, at a regularly scheduled meeting of the Enviri Board, at which members of BofA Securities and Fried Frank were present, representatives of BofA Securities discussed with the Enviri Board various market forces that continued to put pressure on the trading price of Enviri’s shares, increasing the discount between the trading price and the sum-of-the-parts value of Enviri’s businesses. The representatives of BofA Securities further discussed a potential transaction in which the shares of a new company holding Enviri’s Harsco Environmental and Harsco Rail businesses would be distributed to Enviri’s stockholders in a taxable spin-off with Enviri’s remaining Clean Earth Business being concurrently sold to an acquirer for cash without resulting in corporate-level tax on that sale. Representatives of BofA Securities and Fried Frank described additional work that could be undertaken to further explore the feasibility of such a transaction.
On April 28, 2025, the Enviri Board held a meeting at which members of Enviri management and representatives of Jefferies, LLC (“Jefferies”) were present. At the meeting, the representatives of Jefferies led a discussion regarding potential strategic alternatives for maximizing stockholder value. After discussion, the Enviri Board instructed management to work with BofA Securities, Jefferies and Fried Frank as well as Enviri’s other advisors to explore the feasibility of a taxable spin-off of a new company (referred to as “New Enviri”) holding Enviri’s Harsco Environmental and Harsco Rail businesses followed by a sale of the Clean Earth Business in a transaction that would not result in corporate-level tax and allow a portion of the transaction proceeds to be paid to Enviri stockholders and a portion to be paid to New Enviri (a “Sale/spin-off Transaction”) as well as other transaction alternatives for maximizing stockholder value and report back to the Enviri Board.
On May 21, 2025, a financial sponsor (which we refer to as “Party C”) submitted to the Enviri Board an unsolicited non-binding indicative proposal for an acquisition of Enviri as a whole at a cash price per share of between $13.00 and $13.50.
On May 29, 2025, a financial sponsor (which we refer to as “Party D”) submitted to the Enviri Board an unsolicited non-binding indicative proposal for an acquisition of Enviri as a whole at a cash price per share of $14.00.
On June 4, 2025, a financial sponsor (which we refer to as “Party E”) and a potential strategic acquirer (which we refer to as “Party F”) submitted an unsolicited joint letter to Mr. Grasberger indicating their interest in engaging in a transaction in which Party E would acquire Enviri as a whole for $11.00 to 12.00 per share in cash and, following the acquisition, Party F would acquire an unspecified portion of Enviri’s business from Party E.
On June 30, 2025, the Enviri Board held a meeting at which members of Enviri management were present to discuss the unsolicited indications of interest received. After discussion, the Enviri Board determined that it should delay responding to the indications of interest until after the management team and Enviri’s advisors could
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further advance their assessment of the feasibility of a Sale/spin-off Transaction as well as other potential transaction alternatives.
The Enviri Board held a regularly scheduled meeting on July 23 and July 24, 2025 at which members of Enviri management and representatives of BofA Securities, Jefferies and Fried Frank were present. At the meeting, members of management and representatives of BofA Securities, Jefferies and Fried Frank discussed the work that had been undertaken with respect to the feasibility of a Sale/spin-off Transaction and communicated the view that such a transaction could be completed. Representatives of BofA Securities discussed their preliminary financial analysis of the Clean Earth Business as well as the potential value realizable by Enviri stockholders in a Sale/spin-off Transaction. Representatives of BofA Securities and Jefferies discussed an indicative timeline for a process for a potential Sale/spin-off Transaction as well as a list of parties that could be approached to ascertain their interest in such a transaction. Russell C. Hochman, then the Senior Vice President, General Counsel, Chief Compliance Officer & Corporate Secretary of Enviri, and a representative of Fried Frank reviewed with the Enviri Board their fiduciary duties in the context of the proposed process. After discussion, the Enviri Board directed BofA Securities and Jefferies to approach potential acquirors of the Clean Earth Business, including but not limited to Parties A, B, C, D, E and F, Veolia, and other potentially interested parties, regarding a potential Sale/spin-off Transaction. The Enviri Board also directed the financial advisors to engage with parties expressing interest in an acquisition of Enviri as a whole. The Enviri Board also authorized the issuance by Enviri of a public announcement indicating that the Enviri Board had authorized the commencement of a process to explore strategic alternatives to maximize stockholder value.
On August 4, 2025, Enviri entered into an engagement letter formally engaging BofA Securities to serve as financial advisor to Enviri in connection with a potential sale of Enviri, a potential sale of the Clean Earth Business and/or a potential spin-off of New Enviri. Enviri engaged BofA Securities based on, among other matters, BofA Securities’ familiarity with Enviri and their prior review of strategic alternatives, their reputation as an internationally recognized investment banking firm and their substantial experience with transactions involving companies similar to Enviri.
On August 5, 2025, Enviri publicly announced it was evaluating a wide range of strategic alternatives including but not limited to a tax-efficient sale or separation of the Clean Earth Business, aimed at unlocking stockholder value.
BofA Securities and Jefferies proactively contacted twenty-one (21) potential bidders, including Parties A, B, C, D, E and F and Veolia, and an additional sixteen (16) potential bidders initiated contact with Enviri. Enviri entered into nondisclosure agreements with a total of thirty-one (31) parties, including Parties A, B, C, D, E and F and Veolia. Each of the nondisclosure agreements contained a standstill provision that generally restricts such party from submitting proposals to Enviri, but which allows the bidder to submit proposals to Enviri after the announcement of a transaction.
From August 19, 2025 through August 26, 2025, Enviri held preliminary management meetings with Parties A, B, C, D, E, F, a strategic acquiror (which we refer to as “Party G”), a financial sponsor (which we refer to as “Party H”), a financial sponsor (which we refer to as “Party I”), a financial sponsor (which we refer to as “Party J”) and Veolia.
From August 26, 2025 through September 4, 2025, BofA Securities and Jefferies provided twenty-nine (29) potential bidders with confidential materials and round one process instructions relating to a potential Sale/spin-off Transaction involving the Clean Earth Business. BofA Securities and Jefferies also provided ten (10) of those potential bidders who had expressed interest in submitting a proposal for an acquisition of Enviri as a whole with confidential materials related to the Harsco Environmental and Harsco Rail segments as well as round one process instructions for submitting a proposal for an acquisition of Enviri as a whole. The round one process instructions directed all potential bidders to submit an initial proposal to Enviri by September 24, 2025.
On September 16, 2025, Party E and Party F each notified Enviri of their intention to withdraw from the process.
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On September 19, 2025, the Enviri Board held a meeting with representatives of Fried Frank in attendance. At the meeting, Mr. Grasberger and the Enviri Board discussed the status of the outreach process. The Enviri Board then discussed potential candidates to serve as Chief Executive Officer for New Enviri in the event that a Sale/spin-off Transaction is completed and the process for selecting a potential CEO for New Enviri. Representatives of Fried Frank also discussed with the Enviri Board their fiduciary duties in the context of the transaction process and the selection of a CEO for New Enviri.
On or about September 24, 2025, Enviri received (i) six (6) written non-binding indications of interest to acquire the Clean Earth Business for cash in a Sale/spin-off Transaction (each, a “Clean Earth Proposal”), as well as (ii) two (2) non-binding indications of interest for an acquisition of Enviri as a whole (each a “WholeCo Proposal”).
The indicative enterprise values for the Clean Earth Business reflected in each of the Clean Earth Proposals were as follows:
•Party A: $3.2 billion
•Party C: $2.7-2.8 billion
•Party G : $2.7-2.8 billion
•Veolia: $2.8 billion
•Party I : $2.1 billion
•A Clean Earth Proposal from a financial sponsor (which we refer to as “Party K”): $2.2 billion
The prices per share of Enviri reflected in each of the WholeCo Proposals were as follows:
•Party D: $14.00 per share
•A WholeCo Proposal from a financial sponsor (which we refer to as “Party L”): $15.05 per share
On October 1, 2025, the Enviri Board held a meeting with members of management and representatives of BofA Securities, Jefferies and Fried Frank in attendance. At the meeting, representatives of BofA Securities and Jefferies provided a status update on the transaction process and an overview and analysis of each of the Clean Earth Proposals and WholeCo Proposals, including each bidder’s due diligence requirements. Mr. Hochman and a representative of Fried Frank provided the Enviri Board with an overview of antitrust considerations relevant to each bidder. Following the discussion, which included an evaluation of the likely extended time-frame associated with conducting a full due diligence process on the Harsco Environmental and Harsco Rail businesses required by the bidders that submitted WholeCo Proposals and the risk that after such due diligence process those bidders could lower their proposed offer prices, the Enviri Board decided to focus the process on the Clean Earth Proposals received from Parties A, C, G and Veolia and to advance those four bidders to round two of the process.
During the week of October 6, 2025, each of Parties A, C, G and Veolia held due diligence meetings with the senior members of the Clean Earth management team.
On October 10, 2025, representatives of Fried Frank made available to the bidders an initial draft of the Merger Agreement which provided for, among other things (i) a “hell-or-high water” provision requiring the bidder to take all action necessary to eliminate any regulatory impediments to closing, (ii) a reverse termination fee equal to 10% of the enterprise value for the Clean Earth Business in the transaction to be payable by the bidder to Enviri if the agreement terminated because of failure to obtain required regulatory approvals, (iii) a termination fee of 3% of the equity value of Enviri payable by Enviri to the bidder if Enviri terminates the Merger Agreement to accept a superior proposal, (iv) standard public company representations, and (v) no financing contingencies.
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Also, on October 10, 2025, on behalf of Enviri, representatives of Fried Frank made available to the bidders an initial draft of the Separation Agreement which provided for, among other things, a closing date working capital adjustment, cash and debt adjustments.
On October 11, 2025, Party G notified Enviri of its intention to withdraw from the process in light of other internal priorities.
On October 14, 2025, BofA Securities and Jefferies delivered round two process instructions to Party A, Party C, and Veolia, and directed them to submit their revised proposals to Enviri by November 10, 2025, with revised drafts of the transaction documents to be submitted to Fried Frank by October 30, 2025.
On October 23, 2025, the Enviri Board held a regularly-scheduled meeting with members of management and representatives of BofA Securities, Jefferies and Fried Frank in attendance. At the meeting, representatives of BofA Securities and Jefferies updated the Enviri Board on the due diligence process being undertaken by the bidders. Mr. Hochman and representatives of Fried Frank discussed with the Enviri Board antitrust considerations relevant to each bidder. Members of management led a discussion regarding the potential proceeds from a sale of the Clean Earth Business and potential amounts of those proceeds available for payment to Enviri stockholders as merger consideration in such sale, as well as the portion to be paid to New Enviri for the repayment of debt and other uses. Members of management also presented to the Enviri Board a proposed amendment to Enviri’s credit agreement that would permit and otherwise facilitate the completion of a Sale/spin-off Transaction with the credit agreement being assumed by New Enviri in connection with such transaction. After discussion, the Enviri Board authorized the execution of the proposed amendment to the credit agreement.
On or about October 30, 2025, Parties A and C and Veolia submitted to Fried Frank revised drafts of the Merger Agreement and the Separation Agreement for feedback ahead of the round two bid deadline. Fried Frank met with counsel to Parties A and C and representatives of Wachtell, Lipton Rosen & Katz (“Wachtell Lipton”), counsel to Veolia, during the week of November 3, 2025 to provide feedback to each party on their respective drafts of the transaction documentation. As part of the feedback, Fried Frank emphasized the importance of certainty of closing and certainty of amount of the consideration.
On or about November 10, 2025, Enviri received round two proposals from Party A, Party C, and Veolia, together with revised drafts of the Merger Agreement and the Separation Agreement.
The indicative enterprise values for the Clean Earth Business and the estimated net proceeds to Enviri stockholders and New Enviri (after giving effect to adjustments) reflected in each of the round two proposals were as follows:
•Party A: Enterprise value of $2.9 billion; estimated net proceeds of $2.819 billion
•Party C: Enterprise value of $2.7 billion, but no estimate of net proceeds provided
•Veolia: Enterprise value of $3.02 billion; estimated net proceeds of $2.877 billion
On November 11, 2025, the Enviri Board held a meeting with management and representatives of BofA Securities, Jefferies and Fried Frank in attendance. At the meeting, the representatives of BofA Securities and Jefferies discussed with the Enviri Board the financial terms of the round two proposals submitted. Representatives of Fried Frank discussed the key legal terms and regulatory considerations with respect to each proposal, including the various price adjustments, regulatory commitments and termination fee provisions reflected in the revised markups of the Merger Agreement and the Separation Agreement. Representatives of Fried Frank noted that, while the regulatory commitment and regulatory reverse termination fee proposed by Veolia were more favorable to Enviri than that proposed by Party A, Veolia was proposing that Enviri pay a termination fee of approximately $116 million in order to terminate the Merger Agreement to accept a superior proposal, while Party A was proposing a termination fee of $75 million. At this meeting, the Enviri Board determined that the proposals from Party A and Veolia were sufficiently close such that BofA Securities and Jefferies should seek improvement to the financial and
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legal terms of the bids from each bidder. Following this meeting, the bidders were instructed to submit their best and final bids by November 13, 2025.
On November 13, 2025, Enviri received revised round two proposals from Parties A and C and Veolia.
The indicative enterprise values for the Clean Earth Business and the estimated net proceeds to Enviri stockholders and New Enviri (after giving effect to adjustments) reflected in each of the revised round two proposals were as follows:
•Party A: Enterprise value of $2.9 billion; estimated net proceeds of $2.9 billion
•Party C: Enterprise value of $2.9 billion, but no estimate of net proceeds provided
•Veolia: Enterprise value of $3.04 billion; estimated net proceeds of $2.975 billion
On November 14, 2025, the Enviri Board held a meeting with management and representatives of BofA Securities, Jefferies, and Fried Frank in attendance. At the meeting, the representatives of BofA Securities and Jefferies discussed with the Enviri Board the financial terms of the revised round two proposals. Representatives of Fried Frank discussed the key legal terms of the revised round two proposals, including that Veolia had reduced its proposed termination fee payable in order for Enviri to terminate the Merger Agreement to accept a superior proposal to $90 million. Representatives of Fried Frank also discussed the expected process for obtaining regulatory clearance for a transaction and indicated that Veolia and its counsel at Wachtell Lipton had been the most constructive in engaging with Fried Frank on the process for obtaining regulatory clearance and in resolving points under the Merger Agreement and Separation Agreement. Representatives of BofA Securities informed the Board that Party C had indicated that, if provided with additional requested information regarding the Harsco Environmental and Harsco Rail businesses, it would within forty-eight to seventy-two hours of receiving the information be able to provide Enviri with an offer for an acquisition of Enviri as a whole. The Enviri Board discussed with management and representatives of BofA Securities, Jefferies and Fried Frank the process and likely timeframe for engaging with Party C regarding any offer it may provide to acquire Enviri as a whole, and their opinion that Party C would need substantial time to conduct due diligence and negotiate definitive documentation relating to any such offer which could result in a material delay to the transaction process. Enviri’s management and representatives also discussed that Party C’s request carried the risk that it may not result in a superior bid, and that any offer Party C submits may be reduced as a result of its due diligence. It was noted that Veolia had requested exclusivity and may not be prepared to wait while Enviri explored a potential sale of the company as a whole, putting the proposed transaction with Veolia at significant risk. After thoughtful consideration, and taking into account the advice of Enviri’s financial and legal advisors, it was the consensus of the Enviri Board that, in light of the fact that Veolia’s proposed purchase price was highest, and given its constructive engagement on regulatory strategies and the legal documentation, it was in the best interest of Enviri and its stockholders to proceed to finalize a transaction with Veolia and not seek to pursue a sale of Enviri as a whole to Party C. The Board, however, instructed Fried Frank to seek to negotiate a lower termination fee with counsel to Veolia. In addition, the Enviri Board also authorized management to execute an exclusivity agreement with Veolia for a short period of time.
Later on November 14, 2025, a representative of Wachtell Lipton reiterated Veolia’s insistence on a short period of exclusivity through November 21, 2025.
On November 16, 2025, Enviri entered into an agreement that granted Veolia exclusivity until 11:59 PM on November 21, 2025.
On November 18, 2025, the Enviri Board held a meeting with management and representatives of BofA Securities, Jefferies, Fried Frank and Joele Frank Wilkinson Brimmer Katcher (“Joele Frank”), Enviri’s communications advisor, in attendance. At the meeting, representatives of BofA Securities and Jefferies reviewed with the Enviri Board the key financial terms of the proposed agreement with Veolia. Representatives of BofA Securities reviewed BofA Securities’ preliminary financial analyses of the enterprise value of $3.04 billion for the Clean Earth Business reflected in Veolia’s final proposal. The representatives of Joele Frank provided an overview
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of potential communications strategies in connection with the transaction. The representatives of Fried Frank then discussed with the Enviri Board the legal terms of the proposed transaction documents with Veolia and reviewed the fiduciary duties of the Enviri Board in connection with the proposed transaction. The Board also instructed management to analyze the appropriate allocation of the transaction proceeds between Enviri stockholders and New Enviri, taking into account the expected pro forma leverage and cash needs of New Enviri after the spin-off and, based on this analysis, to negotiate with Veolia a proposed range of cash per share to be paid to Enviri stockholders in connection with the transaction.
On November 19, 2025, Enviri entered into an engagement letter formally engaging Jefferies to serve as financial advisor to Enviri in connection with a potential sale of Enviri, a potential sale of the Clean Earth Business and/or a potential spin-off of New Enviri. Enviri engaged Jefferies based on, among other matters, Jefferies’s familiarity with Enviri and their prior review of strategic alternatives, their reputation as an internationally recognized investment banking firm and their substantial experience with transactions involving companies similar to Enviri.
In addition, from November 14, 2025 to November 20, 2025, Enviri, Veolia and their respective legal counsels worked to finalize the terms of the Merger Agreement, the Separation Agreement and the other transaction documents. Veolia agreed to reduce the proposed termination fee from $90 million to $80 million. In addition, the parties agreed that, of the net proceeds of the transaction, $14.50 to $16.50 per share in cash would be paid to Enviri stockholders at closing, with the final amount to be determined by the Enviri Board prior to closing.
On November 20, 2025, the Enviri Board held a meeting with representatives of management and representatives of BofA Securities, Jefferies and Fried Frank. At the meeting, representatives of BofA Securities reviewed the key financial terms of the proposed agreement with Veolia, including that $14.50 to $16.50 per share in cash would be paid to Enviri stockholders at closing, with the final amount to be determined by the Enviri Board prior to closing, taking into account the expected pro forma leverage and cash needs of New Enviri after the spin-off. Representatives of BofA Securities reviewed its financial analyses of the Purchase Price for the Clean Earth Business reflected in the definitive transaction documents. Also at this meeting, BofA Securities delivered to the Enviri Board an oral opinion, which was confirmed by delivery of a written opinion dated November 20, 2025, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Purchase Price to be paid by Veolia to acquire the Clean Earth Business pursuant to the Merger Agreement and the Separation Agreement was fair, from a financial point of view, to the holders of Enviri common stock.
Representatives of Fried Frank then reviewed with the Enviri Board the information that had previously been provided by BofA Securities with respect to any material relationships with either Enviri, Veolia or Enviri’s largest stockholder (which information provided by BofA Securities is described in further detail in the section of this proxy statement entitled “Opinion of BofA Securities, Inc.” beginning on page 55). Representatives of Fried Frank reviewed with the Enviri Board their fiduciary duties in the context of the transaction and provided an update on the final terms of the Merger Agreement and the Separation Agreement. Representatives of Fried Frank then summarized the resolutions proposed to be adopted by the Enviri Board to approve the transactions. After carefully considering the proposed terms of the transactions, and taking into consideration the matters discussed during the meeting and prior meetings of the Enviri Board (for additional detail, see the section of this proxy statement entitled “Reasons for the Merger and the Separation” beginning on page 50), the Enviri Board unanimously adopted resolutions, among other things, (i) declaring the Merger Agreement, the Separation Agreement, and the other transaction documents and the transactions contemplated thereby were advisable and fair to, and in the best interests of, Enviri and the stockholders of Enviri, (ii) approving the execution, delivery and performance by Enviri of the Merger Agreement, the Separation Agreement and the other transaction documents and the transactions contemplated thereby, and (iii) recommending that the Enviri stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby.
That evening, Enviri, CE Holdings, Enviri LLC, Veolia, and Merger Sub executed and delivered the Merger Agreement and the Separation Agreement.
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On the morning of November 21, 2025, each of Enviri and Veolia issued a press release announcing the transactions.
Reasons for the Merger and the Separation; Recommendation of the Board of Directors
Recommendation of the Board of Directors
By unanimous vote, the Enviri Board, at a meeting held on November 20, 2025, (i) declared the Merger Agreement, the Separation Agreement, and the transactions contemplated thereby advisable and fair to, and in the best interests of, Enviri and the stockholders of Enviri, (ii) approved the execution, delivery and performance by Enviri of the Merger Agreement, the Separation Agreement and the other transaction documents and the transactions contemplated thereby, and (iii) recommended that the Enviri stockholders approve and adopt the Merger Agreement and the transactions contemplated thereby.
The Enviri Board unanimously recommends that you vote “FOR” approval of the Transaction Proposal, “FOR” approval of the Non-Binding Merger-Related Executive Compensation Proposal, and “FOR” approval of the Adjournment Proposal.
Reasons for the Merger and the Separation
In (i) determining that the terms of the Merger Agreement, the Separation Agreement and the other transaction documents and the transactions contemplated thereby are advisable, fair to and in the best interests of Enviri and its stockholders, (ii) approving the execution, delivery and performance of the Merger Agreement, the Separation Agreement and the other transaction documents and the transactions contemplated thereby, and (iii) recommending that the stockholders of Enviri approve and adopt the Merger Agreement and the transactions contemplated thereby, the Enviri Board consulted with representatives of Enviri management, Enviri’s outside legal counsel and its financial advisors, and considered a number of factors, including the following non-exhaustive list of material reasons (which are not listed in order of relative importance) that the Enviri Board believes support its unanimous determination and recommendation. The Enviri Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Enviri Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the Enviri Board’s reasons for the transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 31:
•Transaction Consideration. The Enviri Board considered that the purchase price contemplated by the Merger Agreement and Separation Agreement reflected an enterprise value of $3.04 billion for the Clean Earth Business, of which, Enviri stockholders would be expected to receive approximately $1.3 billion to $1.5 billion in cash, based on an amount per share of $14.50 to $16.50, as determined by the Enviri Board prior to closing. The Enviri Board also considered that approximately $1.5 billion to $1.7 billion would be used for repayment of Enviri’s debt and payment of transaction expenses, and retained as cash to support Harsco Rail’s large European engineered-to-order (ETO) rail contracts.
•Certainty of Value. The Enviri Board considered the fact that Enviri stockholders would be expected to receive aggregate cash consideration of approximately $1.3 billion to $1.5 billion, based on an amount per share between $14.50 and $16.50, which will provide Enviri stockholders with immediate liquidity and a certainty of value for Enviri’s Clean Earth Business. The Enviri Board believed this certainty of value was compelling, especially when viewed against the risks and uncertainties associated with Enviri’s stand-alone strategy for Clean Earth, strategic alternatives and the potential impact of such risks and uncertainties on the trading price of the Enviri common stock, including those described above and the other risks and uncertainties discussed in Enviri’s public filings with the SEC (including the risk factors set forth in Enviri’s
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Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and current reports on Form 8-K). The Enviri Board considered that, in addition to the Merger Consideration from the sale of the Clean Earth Business, stockholders of Enviri would receive shares of common stock of New Enviri, allowing such stockholders to continue to recognize value from Enviri’s Harsco Environmental and Harsco Rail segments.
•Financial Condition and Prospects of Enviri and New Enviri. The Enviri Board considered Enviri’s current and historical financial condition, results of operations, business, competitive position, properties, assets and prospects, as well as the long-range plans of Enviri. The Enviri Board believed that a sale of the Clean Earth Business to Veolia was more favorable to Enviri’s stockholders than the alternative of maintaining the status quo, including due to the fact that:
◦a portion of the proceeds from the sale of the Clean Earth Business would be used to repay significant indebtedness of Enviri estimated as approximately $1.35 billion;
◦New Enviri would have a strengthened balance sheet and estimated 2025 pro forma annual revenue of approximately $1.3 billion and estimated 2025 pro forma adjusted EBITDA of in excess of $135 million;
◦New Enviri would be recapitalized to have a conservative 2.0x net debt to adjusted EBITDA capital structure at Closing;
◦New Enviri would hold the Harsco Environmental segment, which was estimated to generate approximately $1 billion revenue in 2025. The Enviri Board believed that Harsco Environmental is well positioned to drive value creation going forward, including due to such factors as its (i) significant operating leverage as steel production levels recover and as newly won sites reach run-rate profitability, (ii) meaningful margin growth potential, (iii) long-term contracts and large backlog which create highly visible earnings, (iv) critical partnerships with the world’s largest steel producers for over seventy years, (iv) attractive geographic footprint with strategic positioning in high growth regions, (v) growth generated from cross-selling of services to existing customers, (vi) the business not being directly geared to a commodity process, and (vii) the business being a leader in ESG innovation and resource recovery; and
◦New Enviri would hold the Harsco Rail segment, which was estimated to generate revenue in excess of $245 million in 2025. The Enviri Board believed that Harsco Rail is at a strategic inflection point, including due to its (i) strategic plan to phase out loss-making engineered-to-order (ETO) contracts, (ii) in-flight restructuring with a focus on execution and profitability, (iii) growth and value being linked to megatrends within the large maintenance-of-way market, (iv) industry leading installed base with a strong aftermarket business, (v) comprehensive portfolio of solutions for major rail operators, and (vi) status as a technology leader with a reputation for service and support.
In light of the foregoing, the Enviri Board believed that New Enviri’s improved cash flow and debt positions, as well as its enhanced financial and strategic flexibility and operational agility, would make it well-positioned to capture value upside in the Harsco Environmental and Harsco Rail segments.
•Implied Premium. The Enviri Board considered the current and historical market prices, volatility and trading information with respect to shares of Enviri common stock, including the fact that the cash consideration of between $14.50 and $16.50 per share represented a premium compared to Enviri’s unaffected closing stock price of $8.63 on August 4, 2025, the last trading day before Enviri’s announcement that it was considering strategic alternatives. In addition to the cash consideration, the Enviri Board considered that the overall transaction consideration, which includes the issuance of 0.33 shares of New Enviri common stock for each share of Enviri, would represent an even higher premium to the then current trading prices.
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•Sale Process. The Enviri Board considered that Enviri had conducted a comprehensive and competitive process since the public announcement of the strategic alternatives review process on August 5, 2025, involving outreach to potential strategic acquirers and financial sponsors, of which thirty-one (31) entered into nondisclosure agreements with Enviri and received access to due diligence materials, eight (8) provided first round indications of interest (including six (6) Clean Earth Proposals and two (2) WholeCo Proposals), three (3) parties provided second round Clean Earth Proposals, and three (3) parties provided final round Clean Earth Proposals. The Enviri Board also considered the course and history of Enviri’s discussions and negotiations with Veolia and the other bidders, as described in the section of this proxy statement entitled “The Transactions (Proposal No. 1)— Background of the Merger and the Separation” beginning on page 43, including the multiple rounds of bids submitted by other parties and the expectation that each other bidder had put forward the best terms that they were willing to offer for a strategic transaction.
•Industry and Economy. The Enviri Board considered the overall value of the Merger and the Separation in the context of current market activity, Enviri’s historical performance, and changes in general economic and political conditions and timing for Enviri to explore a potential strategic transaction, including the facts that there was a high level of market interest in the Clean Earth Business and that the Merger Consideration received for the sale of the Clean Earth Business would represent (i) a significant premium over the unaffected stock price of Enviri, and (ii) a significant step towards unlocking the sum-of-the parts value in Enviri.
•BofA Securities’ Fairness Opinion. The Enviri Board considered the opinion of BofA Securities, dated November 20, 2025, to Enviri’s board of directors as to the fairness, from a financial point of view, to the holders of Enviri common stock of the Purchase Price to be paid by Veolia to acquire the Clean Earth Business pursuant to the Merger Agreement and the Separation Agreement, as more fully described below in the section entitled “Opinion of BofA Securities” beginning on page 55.
•Likelihood of Completion. The Enviri Board considered the likelihood that the Merger and the Separation would be completed based on, among other things (not necessarily in any order of relative importance):
◦the fact that there is no financing or due diligence condition to the completion of the Merger or the Separation in the Merger Agreement or the Separation Agreement;
◦the fact that approval of the Merger by Enviri’s stockholders and completion of the Holding Company Merger and the Separation are conditions to the closing of the Merger;
◦the fact that the conditions to the closing of the Merger and the Separation are specific and limited in scope;
◦the business reputation and global capabilities of Veolia, and the Enviri Board’s perception that Veolia is willing to devote the resources necessary to close the Merger and the Separation in an expeditious manner, as well as the commitments made to such effect by Veolia in the Merger Agreement;
◦Veolia’s financial condition, including that Veolia has sufficient cash on hand to fund the transactions without the need for any third-party financing, and discussions in respect thereof between the Enviri Board and Enviri’s advisors; and
◦Enviri’s ability, under certain circumstances pursuant to the Merger Agreement and the Separation Agreement, to seek specific performance to prevent breaches of the Merger Agreement and the Separation Agreement by Veolia and/or Merger Sub and to enforce specifically the terms of the Merger Agreement and the Separation Agreement.
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•Tax Treatment. The Enviri Board considered that the transactions are not expected to result in material cash tax expense to Enviri, CE Holdings or New Enviri.
•Other Terms of the Merger Agreement. The Enviri Board considered other terms of the Merger Agreement, which are more fully described below in the section of this proxy entitled “The Merger Agreement” beginning on page 85. Certain provisions of the Merger Agreement that the Enviri Board considered important included:
◦Enviri’s ability to provide information to, and engage with or participate in discussions and negotiations with, any person who has made a written acquisition proposal and to authorize, adopt, approve, recommend and otherwise declare advisable such an acquisition proposal subject to a number of conditions, in order to maximize stockholder value;
◦Enviri’s ability to terminate the Merger Agreement and to enter into an alternative acquisition agreement with respect to a superior proposal, subject to a number of conditions including payment of the Termination Fee (as described in further detail in the section of this proxy statement entitled “The Merger Agreement ― Solicitation of Acquisition Proposals; Board Recommendation Changes” beginning on page 95 and “The Merger Agreement ― Termination” beginning on page 101), in order to maximize stockholder value;
◦the ability of the Enviri Board to change its recommendation in connection with a superior proposal or intervening event where failure to do so would reasonably be likely to be inconsistent with its fiduciary duties, subject to Veolia and Merger Sub’s right to terminate the Merger Agreement in the event of such change of recommendation, and Enviri’s obligation to pay the Termination Fee in the event of such termination;
◦the possibility of the occurrence of a Company Material Adverse Effect (as defined in the Merger Agreement) on CE Holdings, the non-occurrence of which is a condition to Veolia’s obligation to consummate the Merger;
◦the outside date of August 20, 2026 (subject to an automatic extension to November 20, 2026 if the sole cause of the delay is a result of failure to obtain antitrust clearance on or prior to 5:00 p.m. Eastern Time on the fourth business day prior to August 20, 2026), after which either party, subject to certain exceptions, can terminate the Merger Agreement if the Merger has not been consummated as of such date, and the Enviri Board’s determination that this Outside Date allows for sufficient time to consummate the Merger, while minimizing the length of time during which Enviri would be required to operate subject to the restrictions on interim operations set forth in the Merger Agreement;
◦that Veolia would be required to pay Enviri the Reverse Termination Fee if the Merger Agreement is terminated due to the failure of certain conditions to be satisfied as a result of failure to obtain antitrust clearance;
◦the requirement in the Merger Agreement that each of Veolia, Merger Sub, U.S. Acquiror, CE Holdings, New Enviri, and Enviri use their reasonable best efforts to consummate the Merger, and agreed actions with respect to Veolia’s and Merger Sub’s obligations under the Merger Agreement to obtain requisite approvals to consummate the Merger;
◦the right of Enviri’s stockholders to exercise appraisal rights in respect of their Enviri common stock and to receive payment of the “fair value” of such Enviri common stock pursuant to Section 262 in lieu of the Merger Consideration if they comply in all respects with Section 262, and the lack of closing conditions related to the exercise of dissent rights by Enviri’s stockholders in the Merger Agreement; and
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◦that the Merger Agreement and the Separation Agreement are subject to approval by Enviri’s stockholders.
•Other Terms of the Separation Agreement. The Enviri Board considered other terms of the Separation Agreement, which are more fully described below in the section of this proxy entitled “The Separation Agreement” beginning on page 105. Certain provisions of the Separation Agreement that the Enviri Board considered important included:
◦the transfer of entities holding the Clean Earth Business and New Enviri Business, respectively, and allocation of certain liabilities associated with such entities and businesses; and
◦the guaranty by Veolia of the indemnity obligations under the Separation Agreement following the effective time of the Merger.
The Enviri Board also considered a variety of risks and uncertainties regarding the Merger and the Separation in its deliberations concerning the Merger Agreement and the Separation Agreement, including the following (not necessarily in any order of relative importance):
•No Participation in Future Gains. The Enviri Board considered the fact that Enviri will no longer exist as an independent public company that owns both the Clean Earth Business and the New Enviri Business, and stockholders will forgo any future increase in Enviri’s value that might result from earnings or possible growth of the Clean Earth Business after the Separation. While the Enviri Board was optimistic about Enviri’s prospects on a standalone basis, it concluded that without a transaction, there was likely to remain a persistent discount in Enviri’s trade value relative to the sum-of-its-parts and thus the overall consideration was fair and reflected the underlying value of Enviri’s businesses. Additionally, the Enviri Board noted that the Distribution would provide future potential increases in value to New Enviri’s stockholders.
•Inability to Solicit Other Takeover Proposals. The Enviri Board considered the fact that the Merger Agreement precludes Enviri from soliciting alternative acquisition proposals (although Enviri is able to provide information in response to certain unsolicited written acquisition proposals, as described above) and provides Veolia with customary “matching” rights prior to Enviri terminating the Merger Agreement to accept a superior proposal.
•Termination Fee. The Enviri Board considered the fact that Enviri may be required to pay the Termination Fee if the Merger Agreement is terminated under certain circumstances, including by Enviri in order to accept a superior proposal. The Enviri Board considered that the amount of the Termination Fee was unlikely to deter competing bids. The Enviri Board also recognized that the provisions in the Merger Agreement relating to the Termination Fee were insisted upon by Veolia as a condition to entering into the Merger Agreement.
•Effect of Announcement and Pendency of the Transactions. The Enviri Board considered the effect of the public announcement of the transactions on Enviri’s operations, the price of Enviri’s common stock, and employees, as well as its ability to attract and retain key personnel while the transactions are pending and the possibility of any suit, action or proceeding in respect of the Merger Agreement, the Separation Agreement or the Transactions.
•Interim Operating Covenants. The Enviri Board considered that the Merger Agreement imposes restrictions on the conduct of the Clean Earth Business prior to the consummation of the Merger that may limit the Clean Earth Business from taking specified actions without Veolia’s written consent, subject to specific limitations, which may delay or prevent the Clean Earth Business from undertaking business opportunities that may arise pending consummation of the Merger.
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•Risks Relating to the Separation. The Enviri Board considered risks relating to the separation of the New Enviri Business through the Separation and the operation of New Enviri following the completion of the Separation and the Merger, including the costs of the Separation and the risk of not realizing the anticipated benefits of the Separation.
•Risks the Merger May Not Be Completed. The Enviri Board considered the fact that, although Enviri expects that the Separation and the Merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to consummate the Separation and the Merger will be satisfied, and considered the risks and costs to Enviri if the Separation and the Merger are not consummated, including transaction costs, the diversion of management and employee attention, potential employee attrition, the potential effect on vendors, distributors, partners, and others that do business with Enviri and the potential effect on the trading price of Enviri common stock.
•Litigation. The Enviri Board considered the potential for litigation by stockholders in connection with the Merger and the Separation, which, even where lacking in merit, could nonetheless result in distraction and expense.
•Potential Conflicts of Interest. The Enviri Board considered the potential conflicts of interest created by the fact that Enviri’s executive officers and directors have financial interests in the Transactions that may be different from or in addition to those of other stockholders, as more fully described below in the section of this proxy entitled “Interests of Certain Persons in the Merger and the Separation” beginning on page 65.
•Regulatory Approval. The Enviri Board considered the risks associated with the potential need to make antitrust filings, and obtain antitrust consents and approvals, in the United States and certain foreign jurisdictions, including the risk that regulatory agencies would not approve the transactions or would impose terms and conditions on their approvals that would, if accepted, either materially impair the business operations of Enviri or adversely impact the ability of Enviri to realize the synergies that are expected to occur in connection with the transactions.
•Tax Treatment. The Enviri Board considered the fact that the Distribution and the Merger generally will be taxable transactions to Enviri’s stockholders.
The foregoing discussion of the information and reasons considered by the Enviri Board is not intended to be exhaustive, but includes the material reasons considered by the Enviri Board. In view of the variety of reasons considered in connection with its evaluation of the Merger and the Separation, the Enviri Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different reasons. The Enviri Board did not undertake to make any specific determination as to whether any reason, or any particular aspect of any reason, supported or did not support its ultimate determination. The Enviri Board based its recommendation on the totality of the information presented. After considering these reasons, the Enviri Board concluded that the positive reasons related to the Merger Agreement, the Separation Agreement and the transactions contemplated thereby substantially outweighed the potential negative reasons.
Opinion of BofA Securities, Inc.
In connection with the acquisition by Veolia of Enviri’s Clean Earth Business and taxable spin-off of Enviri’s remaining business into a new publicly traded company, Enviri has retained BofA Securities to act as Enviri’s financial advisor in connection with the Transactions. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Enviri selected BofA Securities to act as Enviri’s financial advisor in connection with the Transactions on the basis of BofA Securities’ experience in transactions similar to the Transactions, its reputation in the investment community and its familiarity with Enviri and its business.
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On November 20, 2025, at a meeting of the Enviri Board held to evaluate the Transactions, BofA Securities delivered to the Enviri Board an oral opinion, which was confirmed by delivery of a written opinion dated November 20, 2025, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Purchase Price to be paid by Veolia to acquire the Clean Earth Business pursuant to the Merger Agreement and the Separation Agreement was fair, from a financial point of view, to the holders of Enviri common stock.
The full text of BofA Securities’ written opinion to the Enviri Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities delivered its opinion to the Enviri Board for the benefit and use of the Enviri Board (in its capacity as such) in connection with and for purposes of its evaluation of the Purchase Price from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Transactions, and no opinion or view was expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to Enviri or in which Enviri might engage or as to the underlying business decision of Enviri to proceed with or effect the Transactions. BofA Securities’ opinion does not address any other aspect of the Transactions and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Transactions or any related matter.
In connection with rendering its opinion, BofA Securities, among other things:
i.reviewed certain publicly available business and financial information relating to Enviri and the Clean Earth Business;
ii.reviewed certain internal financial and operating information with respect to the business, operations and prospects of Enviri and the Clean Earth Business furnished to or discussed with BofA Securities by the management of Enviri, including certain financial forecasts relating to the Clean Earth Business prepared by the management of Enviri (such forecasts, “Clean Earth Forecasts”);
iii.discussed the past and current business, operations, financial condition and prospects of Enviri and the Clean Earth Business with members of senior management of Enviri;
iv.reviewed the trading history for Enviri common stock and a comparison of that trading history with the trading histories of other companies BofA Securities deemed relevant;
v.compared certain financial information of the Clean Earth Business with similar information of other companies BofA Securities deemed relevant;
vi.compared certain financial terms of the Transactions to financial terms, to the extent publicly available, of other transactions BofA Securities deemed relevant;
vii.considered the fact that Enviri publicly announced that it would explore its strategic alternatives and the results of BofA Securities’ efforts on behalf of Enviri to solicit, at the direction of Enviri, indications of interest and definitive proposals from third parties with respect to a possible acquisition of all or a portion of Enviri;
viii.reviewed the Merger Agreement and the Separation Agreement; and
ix.performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.
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In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Enviri that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Clean Earth Forecasts, BofA Securities was advised by Enviri, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Enviri as to the future financial performance of the Clean Earth Business. BofA Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Enviri, Enviri LLC, CE Holdings, the Clean Earth Business, New Enviri, the New Enviri Business or Veolia, nor did it make any physical inspection of the properties or assets of Enviri, Enviri LLC, CE Holdings, the Clean Earth Business, New Enviri, the New Enviri Business or Veolia. BofA Securities did not evaluate the solvency or fair value of Enviri, Enviri LLC, CE Holdings, the Clean Earth Business, New Enviri, the New Enviri Business or Veolia under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Enviri, that the Transactions would be consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Enviri, Enviri LLC, CE Holdings, the Clean Earth Business, New Enviri, the New Enviri Business or Veolia or the contemplated benefits of the Transactions.
BofA Securities expressed no view or opinion as to any terms or other aspects of the Transactions (other than the Purchase Price to be paid by Veolia to acquire the Clean Earth Business pursuant to the Merger Agreement and the Separation Agreement to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Transactions, the allocation of the Purchase Price between the Merger Consideration and the Intercompany Note Amount (as defined below), or any terms, aspects or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Transactions or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, to the holders of Enviri common stock of the Purchase Price to be paid by Veolia to acquire the Clean Earth Business pursuant to the Merger Agreement and the Separation Agreement and no opinion or view was expressed with respect to any consideration received in connection with the Transactions by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Transactions, or class of such persons, relative to the Purchase Price to be paid by Veolia to acquire the Clean Earth Business pursuant to the Merger Agreement and the Separation Agreement. Furthermore, no opinion or view was expressed as to the relative merits of the Transactions in comparison to other strategies or transactions that might be available to Enviri or in which Enviri might engage or as to the underlying business decision of Enviri to proceed with or effect the Transactions. In addition, BofA Securities did not express any view or opinion with respect to, and BofA Securities relied, with the consent of Enviri, upon the assessments of Enviri and its representatives regarding, legal, regulatory, accounting, tax and similar matters relating to Enviri or any other entity and the Transactions (including the contemplated benefits thereof) as to which BofA Securities understood that Enviri obtained such advice as it deemed necessary from qualified professionals. BofA Securities did not express any opinion as to what the value of the shares of New Enviri common stock actually would be when issued or the prices at which the shares of Enviri common stock or the shares of New Enviri common stock would trade at any time, including following announcement or consummation of the Transactions. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Transactions or any related matter. Except as described above, Enviri imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.
BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.
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The following represents a brief summary of the material financial analyses presented by BofA Securities to the Enviri Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.
Financial Analyses.
Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for Enviri and the following five publicly traded companies in the solid waste management industry and one publicly traded company in the hazardous waste industry:
Solid Waste Companies
•Casella Waste Systems, Inc. (EV / 2026E EBITDA = 14.9x, EV / (2026E EBITDA – Capex) = 32.3x)
•GFL Environmental Inc. (EV / 2026E EBITDA = 15.2x, EV / (2026E EBITDA – Capex) = 30.2x)
•Republic Services, Inc. (EV / 2026E EBITDA = 14.4x, EV / (2026E EBITDA – Capex) = 22.0x)
•Waste Connections, Inc. (EV / 2026E EBITDA = 16.1x, EV / (2026E EBITDA – Capex) = 24.7x)
•Waste Management, Inc. (EV / 2026E EBITDA = 13.7x, EV / (2026E EBITDA – Capex) = 20.8x)
Hazardous Waste Companies
•Clean Harbors, Inc. (EV / 2026E EBITDA = 11.1x, EV / (2026E EBITDA – Capex) = 16.7x)
BofA Securities reviewed, among other things, the enterprise value (“EV”) for each of the selected publicly traded companies — calculated as equity values based on closing stock prices on November 19, 2025, plus debt and debt-like items, preferred equity and non-controlling interest (each, as applicable), less cash and cash equivalents as of September 30, 2025 (each, as applicable) — as a multiple of (i) estimated adjusted earnings before interest, taxes, depreciation and amortization, excluding certain non-recurring expenses and burdened by stock-based compensation expenses (“Adjusted EBITDA”) for calendar year 2026 (“EV / 2026E EBITDA”) and (ii) Adjusted EBITDA less capital expenditures for calendar year 2026 (“EV / (2026E EBITDA – Capex)”). Financial data of the selected publicly traded companies were based on public filings, publicly available Wall Street research and analysts’ estimates published by FactSet as of November 19, 2025.
The overall low to high EV / 2026E EBITDA multiples observed for the selected companies were (i) 13.7x to 16.1x for the solid waste companies (with a median of 14.9x) and (ii) 11.1x for the hazardous waste company. The overall low to high EV / (2026E EBITDA – Capex) multiples observed for the selected companies were (i) 20.8x to 32.3x for the solid waste companies (with a median of 24.7x) and (ii) 16.7x for the hazardous waste company. On the basis of its analysis, BofA Securities then applied a selected range of EV / 2026E EBITDA and EV / (2026E EBITDA – Capex) multiples derived from the selected companies of 11.0x to 14.0 x and 16.5x to 21.0x, respectively, to the Clean Earth Business’ 2026E Adjusted EBITDA and (2026E Adjusted EBITDA – Capex), respectively, based on the Clean Earth Forecasts.
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This analysis indicated the following approximate EV reference ranges for the Clean Earth Business, as compared to the Purchase Price:
														
Enterprise Value Reference Ranges for the Clean Earth Business 		Purchase Price
2026E Adjusted EBITDA		2026E Adjusted EBITDA - CapEx		
$2,210 - $2,810 million		$2,175 - $2,765 million		$3,040 million
No company used in this analysis is identical or directly comparable to the Clean Earth Business. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Clean Earth Business was compared.
Selected Precedent Transactions Analysis. BofA Securities reviewed, to the extent publicly available, financial information relating to the following eighteen selected transactions involving companies in the hazardous waste industry:
																										
Date Announced
		
Acquiror
		Target		
Transaction
Value 1
		
Transaction
Value / LTM
Adjusted
EBITDA
•February 24, 2025
		
•Republic Services, Inc.
		
•Shamrock Environmental
		
•$700 2, 3
		
•February 4, 2025
		
•Berkshire Partners LLC (Berkshire Fund XI)
		
•Triumvirate Environmental, Inc.
		
•$1800 2
		
•January 7, 2025
		
•Apollo Global Management Inc. / BC Partners
		
•GFL Environmental (Environmental Services Business)
		
•$5,577 2, 4
		16.3x
•October 2, 2024
		
•GIC (25% Minority Stake)
		
•Reworld Waste, LLC
		
•NA
		
•June 3, 2024
		
•Waste Management, Inc.
		
•Stericycle, Inc.
		
•$7,221
		17.0x
•February 6, 2024
		
•Clean Harbors, Inc.
		
•HEPACO
		
•$400 2
		11.1x
•December 11, 2023
		
•EQT Infrastructure (EQT Infrastructure VI)
		
•Heritage Environmental Services
		
•NA
		
•July 19, 2023
		
•J.F. Lehman & Company
		
•Heritage-Crystal Clean, Inc.
		
•$1,194
		
7.7x 5
•April 24, 2023
		
•Casella Waste Systems, Inc.
		
•GFL Environmental Inc. (Transfer & Recycling Operations Business)
		
•$525 2
		
12.2x 6
•April 3, 2023
		
•Covanta Holding Corporation
		
•Circon Holdings, Inc.
		
•NA
		
•July 20, 2022
		
•I Squared Capital (ISQ Global Infrastructure Fund III)
		
•VLS Environmental Solutions
		
•$1,000 2, 7
		
•February 9, 2022
		
•Republic Services, Inc.
		
•US Ecology, Inc.
		
•$2,206
		
14.9x 5
•August 4, 2021
		
•Clean Harbors, Inc.
		
•HydroChemPSC
		
•$1,250 2 8
		
10.9x 9
•July 14, 2021
		
•EQT Infrastructure (EQT Infrastructure V)
		
•Covanta Holding Corporation
		
•$5,298
		
13.1x 5
•March 15, 2021
		
•GFL Environmental
		
•Terrapure Environmental Ltd. (Solid Waste and Environmental Solutions Business)
		

•$743 2 10 11
		
9.5x 12
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•February 7, 2020
		
•Harsco Corporation
		
•Stericycle, Inc. (Environmental Solutions (ESOL) Business)
		
•$463 2
		
13.2x 13
•June 24, 2019
		
•US Ecology, Inc.
		
•NRC Group Holding Corp.
		
•$966
		10.6x
•May 9, 2019
		
•Harsco Corporation
		
•Clean Earth Inc.
		
•$625
		
9.6x 14
________________
1.Dollars in U.S. millions.
2.Stock-based compensation expenses not available.
3.Reflects price based on market rumors in an unofficial press release.
4.CAD converted to USD at an exchange rate of 1.434 CAD:USD as of January 7, 2025.
5.Heritage-Crystal Clean, US Ecology, and Covanta LTM EBITDA figures adjusted to be fully burdened for stock-based compensation expense.
6.GFL Environmental (Transfer & Recycling ops.) multiple based on forecasted 2020 EBITDA.
7.Source: Harbor View Industrial Technology Q3 2022 report.
8.Reflects EBITDA estimate for calendar year 2021.
9.HydroChemPSC multiple based on forecasted 2021 Adjusted EBITDA.
10.CAD converted to USD at an exchange rate of 0.801 USD:CAD as of March 15, 2021.
11.Reflects EBITDA estimate for calendar year 2021, exclusive of anticipated cost synergies.
12.Terrapure Environmental multiple based on annualized EBITDA.
13.Stericycle (ESOL) multiple based on forecasted 2020 EBITDA
14.9.6x represents implied multiple based on 2019 EBITDA of $65mm at time of announcement, EV / LTM EBITDA multiple burdened for stock-based compensation is 14.9x.
BofA Securities reviewed the EV implied for each target company, based on the consideration payable in the selected transaction, as a multiple of Adjusted EBITDA for the last twelve months (“LTM Adjusted EBITDA”), except as otherwise noted in the footnotes to the above chart. Financial data for the selected transactions were based on company websites, public filings, and Capital IQ, MergerMarket and FactSet research.
Based on BofA Securities’ review of the EV to LTM Adjusted EBITDA multiples for the selected transactions and on its professional judgment and experience, BofA Securities then applied an LTM Adjusted EBITDA multiple reference range of 15.0x to 17.0x to the Clean Earth Business’ LTM ending 9/30/2025 Adjusted EBITDA, based on information provided by Enviri management, to calculate a range of implied EVs for the Clean Earth Business.
This analysis indicated the following approximate EV reference ranges for the Clean Earth Business, as compared to the Purchase Price:
								
Enterprise Value Reference Ranges for the Clean Earth Business		Purchase Price
LTM 9/30/2025 Adjusted EBITDA		
		
$2,455 - $ 2,780 million		$3,040 million
No company, business or transaction used in this analysis is identical or directly comparable to the Clean Earth Business or the Transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Clean Earth Business and the Transactions were compared.
Discounted Cash Flow Analysis. BofA Securities performed a discounted cash flow analysis of the Clean Earth Business to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Clean Earth Business was forecasted to generate during the Clean Earth Business’ fiscal years 2026 through 2030 based on the Clean Earth Forecasts. BofA Securities calculated terminal values for the Clean Earth Business by applying a range of perpetuity growth rates of 3.0% to 4.0% to the Clean Earth Business’ terminal year estimated EBITDA. The cash flows and terminal values were then discounted to present value as of December 31, 2025, utilizing a mid-year discounting convention and using discount rates ranging from 8.5-10%, which were based on an estimate of the Clean Earth Business’ weighted average cost of capital.
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This analysis indicated the following EV reference ranges for the Clean Earth Business as compared to the Purchase Price:
														
Enterprise Equity Value Reference Range for the Clean Earth Business
		
Midpoint of Assumptions
		
Purchase Price
				
$2,480 - $ 3,775 million		$2,987 million		$3,040 million
Miscellaneous
As noted above, the discussion set forth above is a summary of the material financial analyses presented by BofA Securities to the Enviri Board in connection with its opinion and is not a comprehensive description of all analyses undertaken by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.
In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Enviri and the Clean Earth Business. The estimates of the future performance of the Clean Earth Business in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Purchase Price to be paid by Veolia to acquire the Clean Earth Business pursuant to the Merger Agreement and the Separation Agreement and were provided to the Enviri Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Enviri or the Clean Earth Business.
The type and amount of consideration payable in the Transactions was determined through negotiations between Enviri and Veolia, rather than by any financial advisor, and was approved by the Enviri Board. The decision to enter into the Transactions was solely that of the Enviri Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Enviri Board in its evaluation of the Transactions and should not be viewed as determinative of the views of the Enviri Board or management with respect to the Transactions or the Purchase Price.
Enviri has agreed to pay BofA Securities for its services in connection with the Transaction an aggregate fee currently estimated to be approximately $46 million, a portion of which was payable in connection with its opinion and a significant portion of which is contingent upon the completion of the Transactions. Enviri also has agreed to reimburse BofA Securities for its expenses incurred in connection with BofA Securities’ engagement and to indemnify BofA Securities, any controlling person of BofA Securities and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.
BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal
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investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Enviri, Veolia and certain of their respective affiliates.
BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Enviri and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as an administrative agent, collateral agent, bookrunner and/or arranger for, and/or as a lender under, certain letters of credit, term loans, credit and leasing facilities and other credit arrangements of Enviri and/or certain of its affiliates, (ii) having provided or providing certain derivatives, foreign exchange and other trading services to Enviri and/or certain of its affiliates, and (iii) having provided or providing certain treasury management products and services to Enviri and/or certain of its affiliates. From November 1, 2023 through October 31, 2025, BofA Securities and its affiliates derived aggregate revenues from Enviri and certain of its affiliates of approximately $6 million for investment and corporate banking services. 
In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to Veolia and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a bookrunner, dealer, placement agent and/or underwriter for certain debt offerings of Veolia and an affiliate thereof, (ii) having acted or acting as a global coordinator for, and/or as a lender under, certain letters of credit, term loans, credit and leasing facilities and other credit arrangements of Veolia and/or certain of its affiliates, (iii) having provided or providing certain commodity, derivatives, foreign exchange and other trading services to Veolia and/or certain of its affiliates, and (iv) having provided or providing certain treasury management products and services to Veolia and/or certain of its affiliates. In addition, BofA Securities and/or certain of its affiliates have maintained, currently are maintaining, and in the future may maintain, commercial (including vendor and/or customer) relationships with Veolia and/or certain of its affiliates. From November 1, 2023 through October 31, 2025, BofA Securities and its affiliates derived aggregate revenues from Veolia and certain of its affiliates of approximately $12 million for investment and corporate banking services.
As of November 20, 2025, the date of its fairness opinion, BofA Securities and its affiliates were working with Veolia and its affiliates on one or more investment and corporate banking matters unrelated to the Transactions and BofA Securities believes, based on the information available to it as of the date of its fairness opinion, that the aggregate revenues BofA Securities and its affiliates will derive from Veolia and its affiliates for those concurrent investment and corporate banking services will be less than the fee payable to BofA Securities for its services in connection with the Transactions. In addition, in the ordinary course of its respective businesses, BofA Securities and its affiliates (including members of BofA Securities’ deal team working with Enviri on the Transactions) have pitched, is currently pitching, and/or will continue to pitch, additional investment and corporate banking services unrelated to the Transactions to Veolia and its affiliates but how much, if any, additional investment and corporate banking business and revenues will result from those efforts is subject to numerous factors beyond the control of BofA Securities and its affiliates.
As of the close of trading on November 20, 2025, the date of BofA Securities’ fairness opinion, BofA Securities and its affiliates held on a non-fiduciary basis (i) outstanding common stock of Enviri having a market value of approximately $3 million as of such date, representing less than 1% of the outstanding common stock of Enviri as of such date and (ii) outstanding common stock of Veolia having a market value of approximately € 155 million as of such date, representing less than 1% of the outstanding common stock of Veolia as of such date.
Certain Financial Projections
Enviri’s management does not as a matter of course make public projections (other than certain regular guidance) as to future performance, revenues, earnings or other results, due to, among other reasons, the uncertainty,
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unpredictability and subjectivity of the underlying assumptions and estimates. Enviri is especially reluctant to disclose projections for extended periods due to the increasing uncertainty, unpredictability and subjectivity of such assumptions and estimates when applied to time periods further in the future. As a result, Enviri does not endorse projections as a reliable indication of future results. However, in connection with the Enviri Board’s evaluation of a potential transaction, Enviri’s management prepared certain projections for the Clean Earth Business, which Enviri refers to generally as the Clean Earth Forecasts. The Clean Earth Forecasts were made available to the Enviri Board in connection with their consideration and evaluation of the Merger, and were provided to BofA Securities in connection with the rendering of BofA Securities’ fairness opinion to the Enviri Board and in performing its related financial analyses, as described above in “The Transactions—Opinion of BofA Securities” beginning on page 55. The Clean Earth Forecasts were also provided to Veolia in connection with its review of the Clean Earth Business.
Enviri is including a summary of the Clean Earth Forecasts in this proxy statement in order to provide Enviri’s stockholders with access to the projections that were made available to the Enviri Board in connection with their evaluation of the Merger, made available to BofA Securities, and which BofA Securities was instructed by the Enviri Board to use, in connection with its financial analyses and opinion, and provided to Veolia.
Clean Earth Forecasts:
																													
	2026E		2027E		2028E		2029E		2030E
Revenue
	$1,054 			$1,145 			$1,223 			$1,322 			$1,422 	
Adjusted EBITDA (unburdened by stock-based compensation expenses and standalone costs) (1)
	$212 			$241 			$271 			$305 			$341 	
Less: Stock-Based Compensation Expenses	(4)			(4)			(4)			(4)			(4)	
Less: Standalone Costs 	(7)			(7)			(7)			(7)			(7)	
Adjusted EBITDA (2)
	$201 			$230 			$260 			$294 			$331 	
Less: Taxes	(32)			(38)			(44)			(53)			(62)	
Less: Increase in Net Working Capital 	(2)			(3)			(2)			(3)			(3)	
Less: Capital Expenditures	(69)			(67)			(55)			(60)			(62)	
Less: Other Cash Flows	(3)			(2)			(2)			(1)			— 	
Unlevered Free Cash Flow (3)
	$95 			$119 			$157 			$178 			$204 	
_______________
Note: Dollars in millions.
(1)Adjusted EBITDA (unburdened by stock-based compensation expenses and standalone costs) is defined as earnings before interest, taxes, depreciation and amortization excluding certain non-recurring expenses and without taking into account stock-based compensation and stand-alone expenses. Adjusted EBITDA (unburdened by stock-based compensation expenses and standalone costs) is a non-GAAP financial measure and should not be considered as an alternative to net income (loss) or other measures derived in accordance with the generally accepted accounting principles in the United States (“GAAP”). Other companies may calculate this non-GAAP measure differently, which limits comparability between companies.
(2)Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to net income (loss) or other measures derived in accordance with GAAP. Other companies may calculate this non-GAAP measure differently, which limits comparability between companies.
(3)Unlevered Free Cash Flow is a non-GAAP financial measure and should not be considered as an alternative to net cash provided by operating activities or other measures derived in accordance with GAAP. Other companies may calculate this non-GAAP measure differently, which limits comparability between companies.
Additional Information About the Clean Earth Forecasts
The inclusion of the Clean Earth Forecasts in this proxy statement should not be regarded as an indication that Enviri or any of its affiliates, advisors or representatives have considered the Clean Earth Forecasts to be predictive of actual future events, and the Clean Earth Forecasts should not be relied upon as such. This summary of these internal financial Clean Earth Forecasts is not being included in this proxy statement to influence your decision whether to vote in favor of any proposal. Enviri advises the recipients of the Clean Earth Forecasts that its internal financial forecasts upon which the Clean Earth Forecasts were based are subjective in many respects.
Although presented with numerical specificity, the Clean Earth Forecasts were based on numerous variables, assumptions and estimates as to future events made by Enviri’s management that Enviri’s management
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believed were reasonable at the time the Clean Earth Forecasts were prepared, taking into account the relevant information available to management at the time. These variables, assumptions and estimates are inherently uncertain and many are beyond the control of Enviri. Important factors that may affect actual results and cause these internal financial Clean Earth Forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the business of Enviri (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, changes in technology, general business and economic conditions and other risk factors referenced in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31. Various assumptions underlying the Clean Earth Forecasts may not prove to have been, or may no longer be, accurate. The Clean Earth Forecasts may not be realized, and actual results may be significantly higher or lower than projected in the Clean Earth Forecasts. The Clean Earth Forecasts summarized above do not account for the effects of the Merger and the Separation. The Clean Earth Forecasts also reflect assumptions as to certain business strategies or plans that are subject to change. The Clean Earth Forecasts do not take into account any circumstances or events occurring after the date they were prepared. The Clean Earth Forecasts cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Clean Earth Forecasts in this proxy statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and will differ materially if the Merger, the Separation and the other transactions contemplated by the Merger Agreement and Separation Agreement are completed) from the Clean Earth Forecasts. For all of these reasons, the internal financial Clean Earth Forecasts, and the assumptions upon which they are based, (i) are not guarantees of future results; (ii) are inherently speculative; and (iii) are subject to a number of risks and uncertainties. As a result, actual results may differ materially from those contained in these internal financial Clean Earth Forecasts. Accordingly, there can be no assurance that the Clean Earth Forecasts will be realized.
The Clean Earth Forecasts were prepared solely for internal use and to assist the Enviri Board with their consideration and evaluation of the Transactions, including the Merger and the Separation, and BofA Securities with its financial analyses and opinion, and they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Clean Earth Forecasts included in this document have been prepared by, and are the responsibility of, Enviri. Neither Enviri’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. The Deloitte and Touche LLP and PricewaterhouseCoopers LLP reports incorporated by reference relate to the Company's previously issued financial statements. They do not extend to the Clean Earth Forecasts and should not be read to do so.
The Adjusted EBITDA (unburdened by stock-based compensation expenses and standalone costs), Adjusted EBITDA and Unlevered Free Cash Flow figures contained in the Clean Earth Forecasts are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. The non-GAAP financial measures used in the Clean Earth Forecasts were relied upon by BofA Securities for purposes of its opinion and by the Enviri Board in connection with their evaluation of the Merger and the Separation. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by BofA Securities for purposes of its opinion or by the Enviri Board in connection with their evaluation of the Merger. Accordingly, Enviri has not provided a reconciliation of the financial measures included in the Clean Earth Forecasts to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Enviri may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.
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For these reasons, as well as the basis and assumptions on which the Clean Earth Forecasts were compiled, the inclusion of specific portions of the Clean Earth Forecasts in this proxy statement should not be regarded as an indication that such Clean Earth Forecasts will be an accurate prediction of future events, and they should not be relied on as such. None of Enviri or any of its affiliates, advisors, officers, directors, partners or representatives (including BofA Securities) can give you any assurance that actual results will not differ from these Clean Earth Forecasts. Except as required by applicable law, none of Enviri or any of its affiliates, advisors, officers, directors, partners or representatives (including BofA Securities) undertake any obligation to update or otherwise revise or reconcile the Clean Earth Forecasts or the specific portions presented to reflect circumstances existing after the date the Clean Earth Forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this proxy statement are cautioned not to place undue, if any, reliance on the portions of the Clean Earth Forecasts set forth above. None of Enviri or any of its affiliates, advisors, officers, directors, partners or representatives (including BofA Securities) intend to make publicly available any update or other revision to these Clean Earth Forecasts. In addition, none of Enviri or any of its affiliates, advisors, officers, directors, partners or representatives (including BofA Securities) have made, make, or are authorized in the future to make, any representation to any stockholders or other person regarding Enviri’s ultimate performance compared to the information contained in the Clean Earth Forecasts or that projected results will be achieved, and any statements to the contrary should be disregarded.
Interests of Certain Persons in the Merger and the Separation
In considering the recommendation of the Enviri Board with respect to the Non-Binding Merger-Related Executive Compensation Proposal, you should be aware that our current executive officers and non-employee directors have certain interests in the Merger and the Separation that are different from, or in addition to, the interests of Enviri’s stockholders generally. The Enviri Board was aware of these interests and considered them at the time they evaluated and negotiated the Merger Agreement and the Separation Agreement, and in recommending that the Transaction Proposal be adopted by Enviri stockholders. These interests are described below.
Our non-employee directors are as follows:
•James F. Earl
•Carolann I. Haznedar
•Timothy M. Laurion
•Rebecca M. O’Mara
•Edgar M. Purvis, Jr.
•John S. Quinn
•Nicholas C. Fanandakis
•Phillip C. Widman
•David C. Everitt
Any reference to a “non-employee director” in this proxy statement shall be a reference to the non-employee directors set forth above. Any reference to our “current non-employee directors” in this proxy statement shall be a reference to the non-employee directors set forth above, other than Phillip C. Widman and David C. Everitt (who left Enviri effective April 24, 2025, and do not have interests in the Merger or Separation that are different from, or in addition to, the interests of stockholders generally).
Our executive officers are as follows:
•F. Nicholas Grasberger III
•Tom G. Vadaketh
•Samuel C. Fenice
•Russell C. Hochman
•Jeffrey A. Beswick
•Jennifer O. Kozak
•Christophe N. Reitemeier