Mergers and acquisitions in the European Waste Management ...



Mergers and acquisitions in the European waste management industry 2000-2001

Report for waste meeting of EPSU trade union representatives

By Steve Davies

Senior Research Fellow, School of Social Sciences, Cardiff University

February 2001

This report was commissioned by EPSU and received financial support from the European Commission. The views contained within are those of the PSIRU and the Commission is not liable for any use that may be made of the information contained within.

1. Introduction and summary of developments 2

2. Mergers and Acquisitions 3

2.1 Waste Management Inc 3

2.2 Suez Lyonnaise 4

2.3 Vivendi 5

2.4 Rethmann 6

2.5 RWE 6

2.6 Cleanaway 7

2.7 Shanks 7

2.8 Activity of other waste companies 8

♦ ASA 8

♦ Biffa 8

♦ Marius Pedersen 8

♦ Italcogim 9

♦ Indaver 9

♦ Van Gansewinkel 9

♦ Others 9

2.9 Relative Size of the waste management multinationals 9

♦ Waste management multinationals: annual revenue 10

3. Trade union rights in mergers and acquisitions 10

3.1 Acquired Rights Directive 10

3.2 Other relevant Directives 11

3.3 Possible future legislation 11

4. Action for EPSU 12

4.1 Trade union organisation at company level 12

4.2 Works councils (national) 12

4.3 EWCs 12

4.4 Trade union affiliation to EPSU/PSI 12

5. Annex 1: WMI withdraws from Europe 14

6. Annex 2: WMI withdraws from the rest of the world 15

7. Sita subsidiaries in Europe 16

8. Fabricom subsidiaries in Europe (currently being integrated with Sita) 19

9. Onyx subsidiaries in Europe 20

10. Notes 22

1. Introduction and summary of developments 2

2. Mergers and Acquisitions 3

2.1 Waste Management Inc 3

2.2 Suez Lyonnaise 3

2.3 Vivendi 5

2.4 Rethmann 5

2.5 RWE 6

2.6 Cleanaway 6

2.7 Shanks 7

2.8 Activity of other waste companies 7

♦ ASA 7

♦ Marius Pedersen 7

♦ Italcogim 7

♦ Indaver 7

♦ Van Gansewinkel 8

♦ Others 8

3. Trade union rights in mergers and acquisitions 8

3.1 Acquired Rights Directive 8

3.2 Other relevant Directives 8

3.3 Possible future legislation 9

4. Action for EPSU 9

4.1 Trade union organisation at company level 9

4.2 Works councils (national) 10

4.3 EWCs 10

4.4 Trade union affiliation to EPSU/PSI 10

5. Annex 1: WMI withdraws from Europe 11

6. Annex 2: WMI withdraws from the rest of the world 12

7. Sita subsidiaries in Europe 13

8. Fabricom subsidiaries in Europe (currently being integrated with Sita) 15

9. Onyx subsidiaries in Europe 16

10. Notes 18

1 Introduction and summary of developments

The last year has seen some major changes in the waste management industry within Europe.

The industry has continued to consolidate at speed with frequent mergers and acquisitions.

In addition there has been an awareness of the potential for growth in the market based on three main areas:

- The drive for improved environmental standards across the EU and within individual member states;

- The continuation of privatisation of public services across Europe;

- The opening up of the market in central and eastern Europe.

A significant change over the last few years has been the withdrawal from Europe of the two huge US multinationals – BFI (now Allied Waste) and WMI. The sheer size of the North American market and their position in it means that in sales terms, they are still the world’s largest waste companies. However, outside North America, they have virtually no presence at all, and their places have been taken by the French multi-utilities, Vivendi and Suez Lyonnaise. The two French multinationals are now making inroads into North America. In 1999, Vivendi bought what was the Number 4 in the US waste market – Superior Services.

The two main companies active in Europe are the waste divisions of the French multi-utilities, Vivendi Environnement and Suez Lyonnaise des Eaux – Onyx and Sita, respectively. German companies, RWE and Rethmann are also important European players and are particularly active in central and eastern Europe.

British-Australian joint venture, Cleanaway continues to have an important position in the UK and Germany and British company Shanks has recently extended its European presence with acquisitions in the Netherlands and Belgium.

What is also noticeable is that in central and eastern Europe, apart from RWE and Rethmann, there is considerable activity by smaller companies based in Austria and Germany. These include ASA, Becker, Lobbe, Saubermacher and Rumpold.

Trade unions within the EU need to familiarise themselves with all the relevant Directives. There is also some further proposed legislation under discussion at European level.

Both EPSU and its affiliates can use the continuing round of mergers and acquisitions to strengthen trade union organisation across Europe and assist workers to defend jobs and conditions in those companies affected by takeovers.

(I’d be inclined to blob these points, but that’s style.)

2 Mergers and Acquisitions

Among the main companies in the sector, there have been a series of mergers, acquisitions, rationalisations and attempted mergers. A selection of the mergers and acquisitions involving the main waste management companies follows.

1 Waste Management Inc

WMI has now completely withdrawn from Europe, and almost completely retreated worldwide to its North American base. It used to have operations in most major European countries but as is shown by the attached charts (Annex 2 and 3), it has sold all of its European subsidiaries to its former rivals, and is rapidly withdrawing from everywhere else as well. According to the company, towards the end of 2000, it only had operations remaining in Indonesia, Argentina and Israel – and these were intended for sale as soon as possible.

This follows the equally dramatic withdrawal of Allied Waste/BFI from the rest of the world to North America. BFI had been world and North American Number 2. It was taken over by Allied Waste in 1999. The new merged company continued the divestment programme begun by BFI before the merger. BFI had sold most of its non-North American operations to Sita in 1998. Part of the deal was that BFI acquired a 20% holding in Sita. Following the 1999 merger with BFI, Allied Waste sold its Sita holding to Suez Lyonnaise.

Both the big US companies were taken over by smaller US companies, and for similar reasons. These included problems with the US competition authorities, a view that the companies were too stretched, had built up too much debt and, in WMI’s case, was facing shareholder lawsuits as well.

They are now beginning to be placed under pressure in their home market, for example by the 1999 purchase of Superior by Vivendi (Superior was No 4 in the US).

2 Suez Lyonnaise

In November 2000, Suez Lyonnaise announced the ‘refocusing’ of its core businesses. Tractebel will become the single focus of its operations in the energy sector and Sita will become the focus for the waste operations.

The means of this refocusing involves a complicated series of link-ups which parent company, Suez Lyonnaise described as follows:

“- Fabricom Group (a Tractebel subsidiary) and SITA will combine their activities in the special industrial waste (SIW) sector. Fabricom Group will hold a substantial stake in the new entity;

- In the domestic and normal industrial waste sectors, SITA and Fabricom Group will join forces in a new entity covering the Benelux countries and in which SITA will be the majority shareholder. Watco's management will remain in charge of operations (Watco is a subsidiary of the Fabricom Group);

- Fabricom Group's other waste sector activities, especially EdS (Européenne de Services), will be sold in full to SITA. Special measures will allow for specific local markets such as Poland;

- Watco's Managing Director Yves Debruyne will take charge of the Benelux entity and will be invited to become one of the SITA group's two General Managers, working with Jacques Pétry, Chairman and CEO, and Dominique Pin, General Manager.

A special committee of Tractebel directors has been appointed to value the assets concerned, with the aid of an investment bank.”[i]

In the past, Sita and Watco have ‘competed’ against each other for contracts. It is not clear as yet whether this approach will continue in some form.

This will mean that Sita has effective control of all Suez Lyonnaise waste activities. The total number of employees under Sita now, including those in the former Fabricom, is around 67,000. Sita has operations in 20 European countries and claims to be the leading waste management company in Europe.

Sita has also set up a one-stop shop for its European multinational customers. By bringing together its subsidiaries in France, the UK, Germany, Spain, and the Netherlands together with Teris, it aims to “offer industrial clients a made-to-measure service for managing their waste, applicable to all or some of their sites.”[ii]

In January 2000, Miljöservice, a Swedish SITA subsidiary, signed an agreement with the Municipality of Stockholm to acquire 100% of Stockholm Miljötransport (SMT). SMT is a municipal company which collects domestic and industrial waste and recyclable products in the centre of Stockholm.

In February 2000, Sita announced an agreement to acquire 58% of Danish waste management company Renoflex A/S, which is active in the region of Copenhagen.

Through the agreement Sita acquires the share of Renoflex previously held by the municipalities of Copenhagen and Fredriksberg. R98, the city of Copenhagen’s domestic waste collection contractor, will keep possession of the remaining 42%.

This acquisition means that Sita now has a presence in Denmark, Sweden and Finland. Miljöservice, (Sita’s Swedish subsidiary) is already a partner of Renoflex through a joint venture in domestic waste collection in Malmö.

In September 2000, Sita bought 91% of WMI’s Swedish operation, WM Sverige. Sydkraft, a private Swedish electricity company part owned by German conglomerate Eon, acquired the rest. Waste management company, Sellbergs is the main subsidiary of WM Sverige and will be merged with Miljoservice. Sita claims that this will result in the company becoming “one of Sweden's domestic waste market leaders”.[iii] As part of the deal Sita also acquired 9% of Sakab (involved in hazardous waste treatment and district heating), with 91% being held by Sydkraft. It says that once merged with its other holdings in Sweden, Sita will be the private sector market leader in the industry in Sweden.

In the Netherlands, Sita has bought ARA, the municipal company serving the inhabitants of Arnhem. Although it concedes that 64% of the collection and treatment of household waste in the Netherlands is carried out by the public sector, it now claims to be a leader in the private segment of the Dutch market.

Sita’s largest subsidiary is Sita France. Sita claims to be the market leader in the UK. Through its CESPA subsidiary (a 50-50 joint venture with Aguas de Barcelona, itself owned 25% by Sita’s parent, Suez Lyonnaise), it claims to be Number 2 in the Spanish-Portuguese market.

Following its 1999 acquisition of the remaining 50% of shares of OTTO that it did not already own, Sita Deutschland now claims to be Number 3 in the German waste market. - after RWE and Rethmann.

3 Vivendi

In 1999 and 2000 Vivendi regrouped its businesses by After the conclusion of a series of sales and transfersconsolidating all its waste management, water, transport and energy services into 4 divisions: Onyx (waste), Vivendi Water, Connex (transport) and Dalkia (energy services), together with its holding in Spain’s FCC.

All of these divisions were then made part of a new company, Vivendi Environnement. The rest of Vivendi was formed into a communications section. The debt of the entire group was moved to Environnement and the company this left the new company with all the previous group’s debt and the media side of the Vivendi empire debt-free. Vivendi Environnement was then part floated on the Paris Bourse in 2000. Vivendi now holds a 72% interest in Vivendi Environnement.[iv]

Onyx now claims to be the largest waste management company in Europe and world Number 3[v] (after the US waste companies).

It is active in both the EU and central and eastern Europe (Czech Republic, Hungary, Poland and Slovakia).

Vivendi Environnement has agreed to merge its wholly-owned subsidiary Norskgsenvinning, which it claims is the leading waste management company in Norway, with a company that owns 100% of Marius Pedersen, the Danish waste management firm. Vivendi Environnement will own 65% of the surviving entity, which it says “will be the market leader in Central Europe as well as Scandinavia.”[vi]

In July 2000,Vivendi Environnement and FCC (in which Vivendi has a 28% holding) entered into an agreement under which Vivendi Environnement purchased 50% of Proactiva (FCC’s water and waste water subsidiary, active in Latin America and the Caribbean) the remainder being retained by FCC.

Vivendi claims that FCC is the leading private provider of waste management services in Spain, with a share of the market for waste management services of approximately 43%. Its primary competitor in this market is Cespa (part owned by Suez Lyonnaise). Vivendi intends to conduct its waste operations in Latin America through Proactiva Medio Ambiente, part of the joint venture with FCC.

4 Rethmann

In January 2001, the German competition authorities blocked the planned merger of Rethmann and Interseroh. Ulf Boge, President of the competition authority, said that the two would have a share in excess of 50% of the industrial waste disposal business, giving it a dominant position in the market.

Rethmann now intends to scale down its interest in Interseroh from 24.9% to around 15%.[vii]

Rethmann is active in Austria, Belgium, France, the Netherlands, Switzerland and the UK and continues to have a major presence in central and eastern Europe with holdings in the Czech Republic, Hungary, Poland, and Slovakia.

5 RWE

[pic]

RWE has gone through a number of major changes. It has completely restructured its operations into eight main companies following the merger with VEW. Its waste management operations are now carried out by RWE Umwelt.

Vivendi revealed that RWE made a bid of €30 billion for the whole of Vivendi Environnement (including its waste management subsidiary, Onyx) in the middle of the year. Although the bid was turned down, RWE still appears interested in multi-utility expansion and there is speculation that RWE may come back with a further bid for Vivendi Environnement in 2002 or 2003. In the meantime, it bought UK water company Thames Water.

RWE had already expanded its operations in waste management by virtue of the merger with VEW which gave it control of the Edelhoff group (with important operations in central and eastern Europe).

The company claims to be Number 1 in Germany and Number 3 in Europe.

RWE Umwelt is also under pressure from the competition authorities to reduce its interest in Interseroh from 25% to around 15%.[viii]

RWE is optimistic about growth – even in Germany where “Following many years of stagnation, slightly higher sales are expected for the first time this year in the private waste management market in Germany. The emerging upward trend is essentially sustained by higher secondary raw material prices for waste paper, plastics and waste wood. Additional opportunities are opening up through the continuing trend towards the partial privatization and contracting of municipal waste management activities.”[ix]

6 Cleanaway

The Cleanaway Europe group of companies is a 50:50 joint venture company, established by GKN and Brambles Industries Ltd of Australia in 1980.

Cleanaway Europe claims to be one of the major waste management companies in Europe even though its operations are concentrated in two countries - the UK and Germany.

It employs over 5,500 people and operates from over 200 locations through Cleanaway Limited in the UK and SKP Recycling AG & Co in Germany.

In the UK, Cleanaway Limited claims to be one of the UK's leading waste management companies (fourth after Onyx, Sita and Shanks). It has a workforce of 2,500, a specialised fleet of 1100 vehicles and high technology based facilities including a high temperature incinerator - one of only three in the country.

In Germany Cleanaway is comprised of more than 80 companies, the largest being SKP Recycling AG & Co. KG and Mabeg Holding GmbH & Co. KG, who operate independently under their original names and with management services provided by SKP Service GmbH. Employing 3,000 people, the companies service municipal, industrial and commercial customers.

It sold its Dutch businesses to Watco in 1999. In February 2001, it sold its operations in Northern Ireland to a Belfast-based company, Wilson Waste Management.

However, in January 2001, it announced that it had bought UK waste management company Serviceteam (formerly AAH Environmental Services). The company claims that this acquisition consolidated it as Number 3 in the UK.

Also iIn January 2001, the British press reported that GKN (one of the joint owners of Cleanaway) intends to look for a flotation and separate stock market listing for its joint owned industrial services businesses. One of these is Cleanaway, the other is Chep (also jointly owned with Brambles of Australia).[x]

7 Shanks

With Onyx and Sita, Shanks is in the top three in the UK market.

In March 2000 Shanks announced the largest acquisition in the Group's history - the £209 million purchase of Waste Management Nederland BV. The eight principal businesses acquired in Holland provide solid and hazardous waste collection, treatment, recycling and industrial cleaning services.

The WMI acquisition was followed by an announcement in May that the company was acquiring NV De Beer and Partners, the holding company of a Belgian recycling and waste management group. The Ghent-based company operates as De Paepe. Shanks already had activities in the Flanders region of Belgium. It claims that it became the country's second largest waste management company in 1998.

In addition, the company has made a number of smaller UK acquisitions.

8 Activity of other waste companies

ASA

Austrian-based company ASA is 51% owned by French state energy company EDF. In June EDF signalled its intention to sell its stake in the company by the end of 2000, but so far there has been no announcement of a sale. ASA is active in Austria, Czech Republic, Slovakia and Hungary.

Biffa

Biffa is the waste management division of UK water company, Severn Trent. In June 2000, Severn Trent bought UK Waste, the British subsidiary of WMI for £380 million. Severn Trent intends to merge UK Waste with Biffa.

The company claims that this acquisition establishes Biffa, as the clear UK waste leader. The company says that no one company has more than around 6% of the UK market, which perhaps explains why so many of them claim to be the market leader.

The merger of the predominantly collection and recycling business of UK Waste with Biffa will create a business with a turnover of nearly £500 million.

Biffa is active in the UK and Belgium. Its Belgian operations are located in: Antwerp, Brussels, Maastricht, Gent, Liege and Charleroi.

The acquisition of UK Waste means that its number of employees will rise from around 2,500 to 4,430.

Although generating high profits in the UK, it has experienced problems in Belgium with changes in top management following disappointing results.

It identifies the Belgian problems as a result of lower landfill volumes, as waste is being transported out of Belgium for incineration in Germany where excess capacity is available at low prices.

In June 2000, the company expressed interest in buying Sellbergs from WMI, but was eventually beaten to the acquisition by Sita.

Marius Pedersen

Danish company Marius Pedersen bought WMI’s holdings in the Czech Republic and Slovakia (as well as Denmark). As a result of this, the company became the leading private sector waste management company in the Czech Republic. It has since been announced that a new venture will result in Onyx taking a controlling interest in Marius Pedersen’s waste operations (see above).

Italcogim

In May, WMI announced that it had sold Waste Management Italia to Italcogim, an Italian energy, water and environmental services group.

Indaver

Indaver, the Belgian waste management company, has acquired a 25 per cent stake in Vienituras, a waste sorting and processing company in Lithuania. Indaver has become the majority shareholder. Indaver also acquired an option on 40 per cent of the shares. Vienituras, which was set up in 1998, is mainly active in the capital Vilnius, with 600,000 inhabitants. The Lithuanian company was set up in 1995 and currently employs 70 people. Indaver wants to expand that to 120 within two years.

The takeover strengthens Indaver's position in the region. Indaver has already acquired a 75 per cent stake in sector partner Uwe-Eco in Poland.

Indaver has a presence in Ireland and Switzerland. Indaver Ireland was set up in 2000 to handle non-hazardous waste. Indaver also owns 60% of Minchem in Ireland (which it acquired at the end of 1999).

Van Gansewinkel

Van Gansewinkel, the Dutch waste treatment company, is setting up a new head office for its Polish activities in Krakow. Formerly, the company worked together with two Polish partners under the name Trans-formers. Gansewinkel Polska employs 400 people, compared to 2,700 people for the parent company. It is also active in France, Czech Republic, the Netherlands and Belgium.

Others

It is also noticeable that in central and eastern Europe, apart from RWE and Rethmann, there is considerable activity by smaller companies based in Austria and Germany. These include ASA, Becker, Lobbe, Saubermacher and Rumpold.

9 Relative Size of the waste management multinationals

Because of the companies’ annual reporting schedules, and also due to the rapid changes that have taken place in the structures and expansion programmes of the main waste companies, it is difficult to provide an accurate picture of relative size at the present time.

Annual reports are due in March for Vivendi and Suez Lyonnaise. Over the past year, both the large French companies, together with RWE have undergone major restructuring and, as has been shown in this paper, most of the companies have been involved in mergers and acquisitions activity.

This is complicated by the fact that many of the companies make conflicting claims for their places within the market of Europe and individual countries.

A useful approximation of size of company can be gathered by using numbers of workers to compare them.

[pic]

Waste management multinationals: annual revenue

|Company |2000 Revenue (€million) |

| | |

|Vivendi |5,260 |

| | |

|Suez |5,028.1 |

| | |

|RWE |2,300 (first six months figures) |

| | |

|Rethmann |920 (1999 figure) |

| | |

Source: Annual reports, company press releases

3 Trade union rights in mergers and acquisitions

1 Acquired Rights Directive

The most important piece of EU legislation is the Acquired Rights Directive – 77/187/EEC, as amended by 98/50/EC. This law requires that when there is a change of ownership (or transfer) of any undertaking, workers’ employment contracts and conditions, and the collective agreements under which they are determined, must be transferred to the new owner/employer. A text of the combined directives can be found at the website of the Federation of European Employers: .

A summary of the provisions of this directive can be found at the European Commission’s official site: .

Further information on workers’ rights and European Works Councils can be found at the European TUC’s website at and

2 Other relevant Directives

The Acquired Rights Directive is not the only piece of EU legislation of relevance. Directive 98/59/EC deals with collective redundancies and should be used if employers attempt to make redundancies after a merger or acquisition. It requires that such employers must begin consultations with workers' representatives in good time with a view to reaching an agreement on avoiding, reducing or mitigating the redundancies, and provide relevant information on specified issues. Employers must also notify the competent public authorities of projected redundancies.

Directive 94/45/EC on European Works Councils (EWC) provides (in its subsidiary requirements) for statutory EWCs - those set up where no agreement is reached - to be informed and consulted on transfers of production, mergers, cutbacks or closures of undertakings, establishments or important parts thereof, and collective redundancies, and for information and consultation meetings in exceptional circumstances affecting employees interests to a considerable extent, particularly relocations, the closure of establishments or undertakings or collective redundancies.

Regulations No. 4064/89 , amended by 1310/97 , and No. 447/98 provide that the European Commission must approve concentrations (essentially mergers and acquisitions) with a “Community dimension”, in the light of competition criteria. Recognised workers' representatives in the companies concerned are entitled to be consulted by the Commission during the latter's assessment of the concentration, if they apply to be so consulted.

A useful list of EU legislation on social rights can be found at on the same EU official site at .

Information on industrial relations aspects of mergers and acquisitions can be found at the website of the European Industrial Relations Observatory:

3 Possible future legislation

There are also a number of proposals for change in this area. The most obvious is the draft 13th company law Directive concerning takeover bids. This includes provision on employee information rights.

The Council of Ministers' common position text of the Directive provides that as soon as a takeover bid is made public, the board of the target company must inform employee representatives. The target company's board must also communicate the bidder's offer document to the employee representatives.

This offer document must state “the offeror's intentions with regard to the future business and undertakings of the target company, its employees and its management, including any material change in the conditions of employment”. The target company's board must draw up and make public a document setting out its opinion on the bid, together with the reasons on which it is based, including its views on the effects of the proposed takeover on all the interests of the company, including employment. Following amendments proposed at second reading by the European Parliament in December 2000, the proposal is likely to go to the Council-Parliament conciliation committee in early 2001 in the hope of producing an agreed text.

There is also the proposed Directive on national information and consultation rules, which would require all undertakings with at least 50 employees to inform and consult employee representatives about a variety of issues, such as decisions likely to lead to substantial changes in work organisation or in contractual relations, including transfers of undertakings. The Council of Ministers is still attempting to reach agreement on the draft Directive.[xi]

4 Action for EPSU

For EPSU, there are a number of areas for action:

➢ Trade union organisation at company level

➢ Works councils (national)

➢ EWCs

➢ Trade union affiliation to EPSU/PSI

1 Trade union organisation at company level

At the lowest level, there is the obvious need to ensure that every workplace in the sector is an organised workplace. National affiliates already identify recruitment targets as part of the normal day-to-day work. However, those unions that exist in countries without a tradition of organising in the sector or with scarce resources may need assistance from more experienced colleagues. This may be a particular priority in central and eastern Europe.

2 Works councils (national)

Where relevant national conditions allow, it is important that affiliates take advantage of the possibilities provided by works council legislation to extend coverage to new acquisitions within individual countries and to draw in the workforce into the organisational structures of the relevant unions.

3 EWCs

The level of activity of mergers and acquisitions in Europe means that more and more workplaces are coming under the terms of the directives governing European Works Councils. It is important that where possible new EWCs are formed and where they already exist, new acquisitions of multinationals are brought within the coverage of the EWC and that the workforce is represented within the structure through their unions.

4 Trade union affiliation to EPSU/PSI

In some countries, perhaps particularly in the waste management sector in central and eastern Europe, there exist unions that are not yet affiliated to EPSU/PSI. These unions may already be organising workers in companies newly acquired by multinationals. Affiliates in neighbouring countries within the same company should attempt to assist these unions, illustrating the advantages of EPSU/PSI membership and encouraging them to affiliate. Activity in the building or development of EWCs may assist in this.

5 Annex 1: WMI withdraws from Europe

6 Annex 2: WMI withdraws from the rest of the world

7 Sita subsidiaries in Europe

|Country |Company |Owned via |

| | | |

|Austria |Sita/BFI (Austria) | |

| | | |

|Belgium |Scoribel |Teris/Scori |

|Belgium |Sita (Belgium) | |

|Belgium |Sita/BFI (Belgium) | |

| | | |

|Denmark |Renoflex A/S | |

| | | |

|Finland |SITA Finland OY AB | |

| | | |

|France |Agro Development |Sita France |

|France |Francaise de Palettes |Sita France |

|France |France Dechets |Sita France |

|France |Novergie |Sita France |

|France |RVA |Sita France |

|France |Sanitra |Sita France |

|France |Scori |Teris |

|France |SEN |Sita France |

|France |Sita France | |

|France |SITA One | |

|France |Sogema | |

|France |STAR | |

|France |Temaco |Sita France |

|France |Teris | |

|France |TRU |Sita France |

| | | |

|Germany |BFI Atlantic | |

|Germany |Otto (Deutschland) | |

|Germany |SCORI GmbH | |

|Germany |SITA DEUTSCHLAND | |

| | | |

|Ireland |Falkenberg | |

|Ireland |Sita/BFI (Ireland) | |

| | | |

|Italy |BONECO s.r.l. | |

|Italy |ECOGRAF S.p.A | |

|Italy |ISPA | |

|Italy |Maddalena e Rossi S.r.l. | |

|Italy |S.E.A.L.T. s.r.l. | |

|Italy |SCORI ITALIA | |

|Italy |Servizi Industriali | |

|Italy |Sita (Italy) | |

|Italy |Sita/BFI (Italia) | |

| | | |

|Luxembourg |ESPACLUX | |

| | | |

|Netherlands |ARA Holding N.V. |BFI Holding BV |

|Netherlands |BFI Holding BV | |

|Netherlands |Jaap Van Vliet | |

|Netherlands |Jansen Industriele | |

|Netherlands |Koks Nilo Milieu | |

|Netherlands |Maatman Milieu | |

|Netherlands |Sita/BFI Europa | |

|Netherlands |Spitman Chemie | |

|Netherlands |Zwart Vastgoed | |

| | | |

|Portugal |RESIN |Cespa |

|Portugal |RESIN |Cespa |

|Portugal |SCORECO | |

|Portugal |Sita (Portugal) | |

| | | |

|Romania |SC GETESIB SA | |

|Romania |SC NAPOGET SA | |

|Romania |SC SALPREST SA | |

| | | |

|Spain |CARTERA AMBIENTAL | |

|Spain |Cespa | |

|Spain |CESPA GR S.A |Cespa |

|Spain |Contractes Municipals | |

|Spain |Ecocat | |

|Spain |ENDER | |

|Spain |HISCORI SA | |

|Spain |Ingenieria Urbana | |

|Spain |INUSA |Cespa |

|Spain |RV sl | |

|Spain |Sita/BFI Iberica |Cespa |

|Spain |SPAIN TERIS | |

|Spain |United Port Services | |

| | | |

|Sweden |AB MILJÖSERVICE I SVERIGE | |

|Sweden |Sakab | |

|Sweden |WM Sellbergs | |

| | | |

|Switzerland |Fritz Erismann AG | |

| | | |

|UK |BFI Wastecare | |

|UK |Cleveland Waste | |

|UK |Londonwaste |SITA Holding |

|UK |NEM |SITA Holding |

|UK |Northumbrian Environmental |SITA Holding |

|UK |Sita (GB) | |

|UK |SITA Energy from Waste Division |SITA Holding |

|UK |SITA Holding | |

|UK |SITA Industrial and Commercial Division |SITA Holding |

|UK |SITA Landfill and Quarry Division |SITA Holding |

|UK |SITA Municipal Services Division |Sita (GB) |

|UK |Sita/BFI |SITA Holding |

|UK |Tyne Waste | |

8 Fabricom subsidiaries in Europe (currently being integrated with Sita)

|Country |Company |Owned via |

| | | |

|Belgium |Europeenne de Services | |

|Belgium |Watco | |

|Belgium |WVV |Watco |

| | | |

|France |SCET Environnement | |

| | | |

|Netherlands |Cleanaway Services (Deventer and Eindhoven) |Watco BV |

|Netherlands |Cotrans NL |Watco BV |

|Netherlands |DAPEMO B.V |Watco BV |

|Netherlands |DE ROOY |Watco BV |

|Netherlands |De Valk Glas (Echt) |Watco BV |

|Netherlands |JANNES VOS |Watco BV |

|Netherlands |Leto Recycling |Watco BV |

|Netherlands |Metrex (Heerlen) |Watco BV |

|Netherlands |Mirec |Watco BV |

|Netherlands |TERLOUW |Watco BV |

|Netherlands |TOLLENNAAR |Watco BV |

|Netherlands |TSM (Schiedam) |Watco BV |

|Netherlands |VEROL |Watco BV |

|Netherlands |VERSTRAETEN VERBRUGGE WATCO |Watco BV |

|Netherlands |Watco BV | |

| | | |

|Poland |Asmabel | |

|Poland |E.d.S. Polska |Europeenne de Services |

|Poland |MZO Asmabel | |

| | | |

|UK |Lancashire Waste | |

|UK |United Waste | |

9 Onyx subsidiaries in Europe

|Country |Company |owned via |

| | | |

|Belgium |SEE (Wegnez) |OTV |

| | | |

|CzechRepublic |IPODEC Ciste Mesto a.s. |CGEA Onyx |

|CzechRepublic |IPODEC ONYX Bohemia |CGEA Onyx |

| | | |

|France |CGEA | |

|France |CGEA Onyx |Vivendi Environnement |

|France |Enterprise Gournoff |FCC |

|France |FCC Haute-Saône |FCC |

|France |Francaise de Service |FCC |

|France |Louisiane | |

|France |Onyx | |

|France |SARP |CGEA Onyx |

|France |Sirr Basse Normandie |FCC |

|France |Societe Automobile |FCC |

|France |Societe d'Explotation de Dechets |FCC |

|France |Sorimetal Environnment |FCC |

|France |Via Environnment |FCC |

| | | |

|Germany |Onyx Umweltschutz |Vivendi Environnement |

| | | |

|Hungary |FCSM | |

|Hungary |Monyx |Vivendi Environnement |

| | | |

|Ireland |IPODEC Ireland Ltd |Vivendi Environnement |

| | | |

|Poland |CGEA Polska |Vivendi Environnement |

| | | |

|Portugal |Focsa Urbano Portugal |FCC |

|Portugal |Ipodec Portugal |Vivendi Environnement |

| | | |

|Slovakia |Ipodec Onyx (Slovakia) |CGEA Onyx |

| | | |

|Spain |FCC (Espana) |FCC |

|Spain |FCC-CTSA |CGEA Onyx |

|Spain |Gestión de Residuos Sólidos |FCC |

|Spain |SARP (Espana) | |

|Spain |Servicios Ciudad Limpia | |

| | | |

|Sweden |ATERVINNING OCH Miljo AB |CGEA Onyx |

| | | |

|Switzerland |Hodel | |

|Switzerland |Muldenzentrale ag Basel |Vivendi Environnement |

|Switzerland |Onyx Engeenering | |

|Switzerland |STESA |CGEA Onyx |

| | | |

|UK |Focsa |FCC |

|UK |HWS |Vivendi Environnement |

|UK |L&CWaste-Tech | |

|UK |Leigh |Vivendi Environnement |

|UK |Leigh Interests |Vivendi Environnement |

|UK |Onyx Aurora |Onyx UK |

|UK |Onyx Municipal |Onyx UK |

|UK |Onyx Total Waste Management |Onyx UK |

|UK |Onyx UK |CGEA Onyx |

|UK |SARP (UK) | |

|UK |SELCHP | |

|UK |Tyseley Waste | |

10 Notes

-----------------------

[i] Suez Lyonnaise Press Release 14 November 2000

[ii] SitaONE web site

[iii] Sita Press Release 29 September 2000

[iv]“In July 2000 Vivendi Environnement issued approximately 37% of the share capital of Vivendi Environnement in a public offering in Europe and a private placement in the United States. It now holds a 72% interest in Vivendi Environnement.” Vivendi, Seagram, Canal+ Merger Document (3 November 2000).

[v] Vivendi SEC Form 20F, 11 September 2000

[vi] Vivendi SEC Form 20F, 11 September 2000

[vii] Die Welt, 24 Jan 2001.

[viii] ibid

[ix] RWE First Quarter Report 2000-2001

[x] GKN Flotation. Independent 16 January 2001

[xi]Industrial relations aspects of mergers and takeovers, EIRO supplement, January 2001

-----------------------

Sita and Sydkraft

UK

Severn Trent (Biffa)

Sweden

Shanks

Netherlands

Emas SpA and Italcogim SpA

Italy

Cleanaway

Lassila & Tikanoja

Germany

Finland

Marius Pedersen

Onyx

Slovakia

Denmark

Czech Republic

Some US units

Sita

Australia

Offering of shares

New Zealand

Onyx

Hong Kong/China

Mexico

Brazil

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