Veolia Environnement SA (EPA:VIE)
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M&A Announcement

Nov 21, 2025

Estelle Brachlianoff
CEO, Veolia

Good morning everyone and thank you for joining us for this conference call. I am accompanied today by Emmanuelle Menning, our CFO, and Bob Cappadona, Head of our hazardous waste activities in the U.S. We are meeting today to share what is one of the most important strategic moves of our GreenUp journey so far. An acquisition that accelerates our growth, strengthens two of our key boosters, and positions Veolia exactly where global demand is rising fastest. Yesterday we signed the acquisition of Clean Earth, a prominent hazardous waste platform in the U.S. with prime assets. This deal doubles the size of our U.S. hazardous waste operations, making Veolia the number two in the U.S. and further reinforcing our position as a worldwide leader in hazardous waste with $6 billion turnover. From a financial perspective, this acquisition is both strategic, accretive, and transformative.

We secured the deal below a 10x 2026 EV/EBITDA multiple reflecting $120 million of synergies with our existing U.S. operations. The synergy target, as Bob will detail, is very much achievable with very limited risk of execution given, first, the strong operational complementarity between Veolia and Clean Earth in the U.S. and, second, our excellent track record in terms of synergy delivery. Acquisition will be accretive to current net income in year two. The deal is fully cash financed with leverage remaining around or slightly above 3x in 2026 and below 3x in 2027. We aim at closing the deal mid next year. As part of this acquisition, we decided to target at least EUR 2 billion of new asset disposals within two years, typically in more mature activities, considering the EUR 4 billion of asset rotation already realized in 2024 and 2025.

The Clean Earth acquisition and our new divestment plan. We will have rotated EUR 8.5 billion since the launching of GreenUp. With this acquisition, Veolia accelerates its ongoing portfolio transformation towards the most dynamic markets. It strengthens the group financial profile and positions Veolia for sustainable growth towards 2030. I'm now on slide four. The acquisition of Clean Earth doubles the size of our U.S. hazardous waste operations, making Veolia the number two in the U.S. and further reinforcing our position as a worldwide leader in hazardous waste, whose revenue will grow to $6 billion. Veolia business in the U.S. will reach almost $6.3 billion post the transaction. With this acquisition, Veolia enters a new dimension. A step change in scale, in reach in the world's most strategic market, with sustained demand and in a time in which couldn't be more critical.

I'm referring here to strategic sectors such as healthcare, pharma, semiconductors industry where demand for solution has never been higher in today's reshoring context. I'm referring as well to industries across the U.S. grappling with new contaminants like PFAS and pharmaceutical residues and increasing pressure on aging waste and water systems. Hazardous waste treatment in the U.S. had reached a tipping point. The country and its industry need safe high tech solutions and we are stepping in at the moment it matters most. Leveraging 82 specialized sites and 700 permits across all U.S. states, Clean Earth significantly strengthen our operational network in the U.S. This expanded platform not only reinforces our hazardous waste, but the combination enables us to offer the full range of Veolia Environnement services on a national basis.

On slide 5, Clean Earth sits at the exact intersection of our strategic priorities set by GreenUp. As you know, 70% of our activities are strongholds, mostly municipal water, waste, and district heating, offer resilience and anchoring. They generate long-term sustainable cash flows. They are cost protected, large infrastructure based, macro immune, and deliver steady growth coming from regulatory tailwind and our long-standing capacity to deliver efficiency gains. The remaining 30% of the group's revenue comes from boosters, water technologies, hazardous waste, and bioenergies, which have higher growth potential. Under GreenUp, we prioritize capital allocation to these boosters to capture that growth. I must add that boosters and strongholds go hand in hand, and by combining activities, which is the case of 25% of our revenue, it makes us unique.

Geographic growth will primarily come from outside Europe, notably in the U.S., in the Middle East, and Australia. As you can see, the perfect intersection of this strategic priority is strengthening boosters, expanding in high potential geographies, and reinforcing our focus on areas where we create unique value. I'm on page six now. Just to say, Clean Earth represents a prime asset for Veolia. Clean Earth is a subsidiary of Enviri, a U.S.-listed group involving the treatment of specialized and hazardous waste and soil remediation in the U.S. Enviri decided to sell as part of their broader strategy. Its operations span a comprehensive network of strategically located sites across the U.S. with 46 transfer stations, which are usually called 10 days, and 90 treatment facilities called TSDF, collectively holding more than 700 active permits.

It is of course a very regulated industry. Augmented, Veolia's immediate scale and reach in the U.S. has the switch with 10 more states that you can reach through the acquisition, becoming a very national player. Over the past three years, Clean Earth has significantly grown, achieving organic annual average revenue growth of almost 7% while improving its EBITDA margin to 17%. With over 60% EBITDA to free cash flow conversion, they enjoy an excellent reputation with 95% of customer retention rate. On a standalone basis, Clean Earth's growth is expected to continue at a solid pace. By integrating with Veolia's hazardous waste activities, we will be able to significantly accelerate both profitability and growth. I will explain that in a minute. Now on Slide 7, with Clean Earth, we are doubling our U.S. hazardous waste presence, taking revenue from $1 billion to $2 billion.

This is more than just growth in numbers, it's a step change in capabilities and reach. The combination of activities and Clean Earth's footprints create a truly complementary network, unlocking strong operational synergies and positioning us to serve the market more efficiently than ever. Our combined activities will now rank number two in the U.S. market with $2 billion revenue and even a bit more than that with the full range of activities from collection to transfer treatment, including incineration and landfilling, to soil remediation or very specialized services. This is a real transformation of our U.S. platform, enabling Veolia to deliver more value to customers, accelerate great growth and strengthen our strategic position in a market where demand is surging. Take a look at this map on slide 8.

Together, Veolia and Clean Earth now form a truly nationwide complementary network across the U.S., both in terms of geography and treatment capabilities. This gives us presence across 39 states, reaching customers wherever they operate. A powerful operational complementarity is unlocking significant efficiencies and expanding treatment capacities for liquid waste, medical waste, and ecological waste. With a complete end-to-end solution, able to handle any type of complex waste for any customer, from collection to final treatment. Put simply, it's a strategic backbone for the U.S. hazardous waste market. Gives Veolia scale, coverage, and capabilities, positioning us to capture growth, drive synergies, and deliver superior solutions across the country. I'm now on slide 9 with Clean Earth acquisition. The hazardous waste activities globally now reach EUR 5.2 billion in revenue or around $6 billion with an EBITDA margin of 17%, up from 15% on a standalone basis.

We are number one in Europe, now number two in the U.S. or soon number two in the U.S. and hold strong positions across Asia, LatAm and in the Middle East, enjoying a truly global footprint. Our customer base is very diversified and loyal, reflecting the trust we've built in every market. More importantly, and as I've explained you during the deep dive in June, we will continue to grow significantly at hazardous revenues mid to high single digit rate per year thanks to strong growth levers which Clean Earth will enhance. We provide additional capacity to deliver tailored high value added services while accelerating time to market for innovative waste treatment solutions. We will also further enhance our EBITDA growth profile thanks to significant synergies to now double digits on slide 10.

We are really on a transformative journey in hazardous waste, which growth is supported by sustainable megatrends, advanced manufacturing, semiconductors, clean energy, pharmaceuticals. These strategic sectors are reshoring production and expanding rapidly, all while facing critical constraints in safe compliance. Complex waste treatment, public health, environment, security, and regulatory compliance are non-negotiables. Companies and communities need modern, high-capacity, reliable solutions, and the current infrastructure is struggling to keep up with Clean Earth. Veolia is stepping in at the exact moment our customers need it most. This is a leap in scale, in capability, and in impact, allowing us to lead the market defined by sustained demand. On page 11 you will see that with Clean Earth we enhance our international footprint, which accounts for more than 80% of our revenue.

The Clean Earth acquisition allows us to reach $6.3 billion turnover in the U.S., which is 12% of the group revenue. Now making a clear step forward in our global GreenUp journey. Now handing over to Bob, Head of Hazardous Waste in the U.S. for Veolia. Bob, the floor is yours.

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

Good morning all. Thank you for the opportunity to be here. Very happy to be here today and announce this major acquisition. I'd like to share with you what makes this acquisition in the U.S. so strategic for the group and value creating and hopefully to make you understand why I am so excited about it. In essence we are buying a very profitable cash flow generative hazardous waste activity in the U.S. with complementarity with Veolia is very compelling. Therefore I believe the $120 million in cost synergies delivery is very secure. To get to that number we've had a detailed analysis on a bottom up approach depot by depot and waste flow by waste flow across the entire country to examine how we could be more efficient in our cost of waste disposal or transportation while benefiting from the best of both worlds.

In terms of organizational model. The main synergies will come from waste disposal optimization across the facilities and transport optimization as well. We expect to also reduce IT procurement expense and other G&A beyond these cost categories. We'll be able to deliver more in terms of new offers and our top line will grow faster. I believe this acquisition will create a lot of value for all of our stakeholders. First, because we're becoming two complementary leadership teams with different strengths but aligned values, we will expand the service offering of existing Veolia hazardous waste business into new markets like health care and retail. We will open the technology, research and development and treatment and recycling network of Veolia to an expanded customer base.

The addition of 19 permitted transportation, storage and disposal facilities improves the logistics and enables Veolia to further develop our business to underserved geographies like the Southeast and Pacific Northwest. The integration is an opportunity to build a unified culture focused on excellence, growth and long term value creation for employees and customers so that we are not just adding assets together, we are creating a more capable, more global and more competitive organization. Finally, our two organizations are built on a foundation of sustainability and making the environment a better place while supporting industry and society's ability to enjoy the best of our world. With our deep know how of the U.S. hazardous waste market and ready to deploy the integration process and a strong cultural fit, I'm fully confident in delivering a smooth integration. Thank you and now I'll turn it to Emmanuelle.

Emmanuelle Menning
CFO, Veolia Environnement

Thank you, Bob. As Estelle and Bob have just explained, Clean Earth acquisition is very strategic and will create a lot of value for Veolia. This comes from a few main simple factors. First, we are buying a fast-growing, highly profitable, and cash flow generative, as are the Suez players in the U.S. Second, the U.S. hazardous waste market will continue to grow fast, fueled by reshoring regulation in terms of PFAS, for instance, and still scarcity of safe, modern, high-tech solutions. Third, the complementarity of our businesses is compelling, hence the $120 million cost. Synergy delivery is very secure, and we enjoy quite a track record in that matter. Synergy will be delivered in four years, $50 million in 2027 and then around $25 million. Additional barriers to $120 million in 2030 and involves $19 million of implementation costs, mostly in 2027 and 2028.

Considering those synergies, the acquisition multiple stands at an attractive level below 10x 2026 estimated EBITDA. Besides, thanks to Clean Earth's acquisition, EBITDA to free cash flow conversion of the hazardous waste activity in the U.S. will grow from circa 35% to circa 55%. The combination of Veolia and Clean Earth activities in the U.S. will deliver a sustained mid to high single-digit top line growth while the EBITDA growth of our combined global hazardous waste business will be now above 10% per year. Enhanced growth coupled with continued efficiencies and the $120 million synergies will enable the acquisition to be earnings accretive in year two, 2028. Clean Earth will be fully financed in cash through available cash and cash proceeds of future bond issuances.

I remind you that we had EUR 6.9 billion of centralized cash at the end of June and an excellent access to the bond market as evidenced by the recent issuances. Until closing, we'll have sufficient time to size market opportunities and raise debt in good conditions. We of course reiterate our commitment to maintain our strong investment grade rating including Clean Earth's acquisition. The FFO to net debt and RCF to net debt ratios calculated by S&P and Moody's will remain well within the range consistent with our BBB/A-1 rating. In terms of leverage, we expect group leverage to remain around 3x or slightly above in 2026, depending on the divestiture program and below 3x in 2027. Since the launch of GreenUp, we have already executed a significant rotation of assets around EUR 4 billion.

This includes EUR 1 billion of delisted share in 2024 and EUR 2.3 billion of acquisition in 2025, mostly in water technologies and tuck-in in hazardous waste. The Clean Earth acquisition marks a new step in transforming Veolia's growth profile. Alongside this, we will continue to streamline our portfolio with more than EUR 2 billion additional disposal in two years, mostly in non-core or mature assets. Why? Because this is about continuously transforming our portfolio and shaping a stronger, more agile and more powerful Veolia. By 2030, taken together, post Clean Earth and the planned disposal, we will have executed EUR 8.5 billion of asset rotation since the start of GreenUp. As mentioned by Estelle, among the EUR 5.5 billion of acquisition, more than 80% are in boosters and outside Europe which is fully aligned with our GreenUp strategy.

In short, this is disciplined and intentional portfolio management designed to accelerate growth and strengthen the group financial profile. It's not about divesting underperforming assets, it's about focusing our resources where Veolia has the strongest differentiation and can deliver unique value. We aim at closing the deal mid 2026 once the carve out of the non-hazardous waste activity from Enviri will have been completed and regulatory approval granted.

Estelle Brachlianoff
CEO, Veolia

Thank you Emmanuelle .

In a nutshell, the strategic acquisition of Clean Earth doubles the size of hazardous waste business for Veolia in the U.S. and creates a new major player in a high growth market. This acquisition, which is fully aligned with Veolia's strategy and objectives as mentioned earlier, we are not just adding assets. Together we are creating a more capable, more global and more competitive organization. The Clean Earth acquisition is a new step in transforming Veolia's growth profile and optimizing our portfolio of assets. Building on the successful integration of Suez, it enhances the group's financial strength and resilience as we move towards 2030. Thank you for your attention and we are now ready to take your questions.

Operator

Thank you. We will now begin the question and answer session. If you do wish an audio question, please press star one on your telephone keypad. If you wish to withdraw your question, you may do so by pressing star two to cancel. There will be a brief pause while questions are being registered. Your first question comes from Ajay Patel with Goldman Sachs. Please go ahead.

Ajay Patel
Executive Director, Goldman Sachs

Good morning and thank you very much for the presentation and congratulations on the announcement this morning. I have two questions, please. I think one just very specific with this acquisition. Could you help us just understand the growth, the longer term growth potential in the acquisition? I wanted to more focus on development sites, the permitting. To what degree could this really add to the growth picture of the U.S. beyond the three year horizon that you're outlining? I just want to appreciate that scale. And then secondly, on just more high level, on the asset rotation, this is a sizable step up in asset rotation, more towards the growth areas of your business.

Is this maybe a statement of intention that if Veolia finds the opportunities to rotate assets more aggressively, you will take advantage of them and that this may be the balance of the business between boosters and strongholds may change as a result. I just wanted to understand that strategic level as well. Thank you very much.

Estelle Brachlianoff
CEO, Veolia

Thank you. I will start with the first question and maybe Bob can elaborate following me and on the asset rotation will answer to that with Emmanuelle . The long term growth potential and permitting. In a nutshell, you know, the hazardous waste business in the U.S. to start with, that is a very sustained demand and I'm very confident it will go on for years. Not only the next three years, but years with a lot of assets. Why is that so? Because the demand is supported by trends which are very sustainable. One is health and the environment. We're talking about removing pollutants to protect the health of inhabitants. I think that's something which is absolutely paramount to anybody in particular in the U.S.

We're talking PFAS, we're talking endocrine disruptors and many other things that you don't want to end up finding nearby you, but you'd rather be destroyed by a s ewage. The second one is really the reshoring, the strategic industries, because it's not nice to have. It's not here as an environmental protection. It's a license to operate for industries like semiconductors or pharma or biotech. They all need our service. Those are very important megatrends. That's why we said as the suite altogether is a 5%-10% growth year on year. I don't expect that to go down, quite the opposite, in the years to come.

You can have a look at the performance of our hazardous waste business in the U.S. in the last few years, which has enjoyed more than 5% CAGR for the last three years, which is, I guess, enhancing this number is really what we are aiming at here. Merging the two, of course, you have a national footprint, so it opens new geographies in the country, in the U.S., plus new types of services. I would say decontamination and PFAS is one we are very good at treating PFAS at Veolia, Clean Earth is very good at decontamination. If you combine the two, decontamination as in soil decontamination.

If you combine the two, you can imagine that beyond what each of the two businesses can deliver in terms of growth, the combination of the two, I guess there is a little bit of one plus one makes three if you want here. Bob, maybe you want to elaborate on this potential for growing faster by combining the forces.

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

Sure.

Thanks Estelle. Kind of taking a lot of the things that Estelle mentioned, put them in a one year, three year, five year timeframe. The initial, just the opportunity of having the two organizations together and enhancing the national footprint, getting reach into geographies that we currently do not have, immediate growth from that in the three year timeframe. You have also got open to markets that we currently do not operate in. Things like retail and healthcare that have definite good long term growth opportunities. They grow at rates greater than inflation. They are resistant to some of the overall economic trends. Those are good businesses for us to be in, much like other businesses that we currently occupy within Veolia. The five year trend is one of the things very unique about Veolia. Very proud of the work that Veolia does in terms of R&D.

If you've seen some of the work that we've done on PFAS within the last few years, the opportunities that we've had as a result of that, frankly being invited to the Pentagon to present the results of the work that we've done at Port Arthur, that opens up the longer term opportunities on emerging pollutants, developmental regulations, new technologies within our network. We've got those under development like processes that we have underway at our facility in Gum Springs. Now we've got a wider customer base to apply those to.

Estelle Brachlianoff
CEO, Veolia

Thanks, Bob. I would add to that that of course we're talking about hazardous waste in the U.S., but you know, we do have a lot of other activities in the U.S., you know, water technologies or water altogether. Of course, this national footprint will enable us to get access to customers and to offer them the full range of services. Not only the hazardous waste, but the full range of services for Veolia going forward. We are not as national as we will become. It's a fair statement. Asset rotation. Asset rotation is a continuous process that we're speeding up today. As you see in the graph presented on the slide, we've already done disposals and acquisitions in the last two years. Now we are stepping up, as you rightly mentioned it, altogether since, you know, the priority of investment is in boosters.

It means that naturally the group will go from say 70/30 in terms of strongholds and boosters to something a bit more balanced, but because one is growing faster than the other. I want to highlight the fact that the strongholds have a very big merit for Veolia. They offer sustainability of, you know, like cash flows. They are very strong as their name alludes to it. They offer resilience. Plus they are in combination with the boosters. Do not think of them as totally separate. Actually they work hand in hand and 25% of our revenue actually comes from combining forces rather than just be very good at everything of the activities we operate in. I guess, yes, progressively the group is enhancing its growth profile, but we will still keep a good footprint in our stronghold activities for the reason I just mentioned.

Ajay Patel
Executive Director, Goldman Sachs

Thank you very much, Estelle.

Operator

The next question comes from Olly Jeffery with Deutsche Bank. Please go ahead.

Olly Jeffery
Senior Equity Research Analyst, Deutsche Bank

Thanks.

Two questions for me, please. The first one is just coming onto the cost synergies and I guess potentially some of the revenue synergies you mentioned, given this is the first cut of the synergy targets and you think they're quite relatively achievable given your track record, I presume we should see this as a floor with the hope to go ahead of that over time. The second question is on just regarding the 2027 targets of $8 billion EBITDA. Given this acquisition and the time since those targets were set, was that something you'll be looking to update at the full year results?

Thank you.

Estelle Brachlianoff
CEO, Veolia

Thank you. Cost synergies. Bob, I was smiling.

He will be on the spot. 120 .

I will start with asking Bob to deliver the 121st. Right.

It is fair to say it's the.

Minimum target I gave to Bob. We are very confident, you said, to achieve it. That's a fair statement to say we're very confident about. We'll start by delivering on our promises. That always was Veolia's way, you know. I want to focus on the delivery of them. You're right, the 120 is only cost synergies. The rest will come on top as in enhancing our growth profile. Of course, this is the intention of today in terms of our GreenUp strategic plan. We are well on our trajectory, as I said this morning, to achieve all our targets for 2027 as they were set by GreenUp, including, for instance, the 10% CAGR in net result or the ROSI above 9%. I'm very proud that we are really full speed on our trajectory to have a very successful delivery of GreenUp.

As far as the guidance for 2026 for instance will be concerned, we'll wait for the result of 2025 to be released to give you a call about 2026.

Olly Jeffery
Senior Equity Research Analyst, Deutsche Bank

Thanks very much.

Operator

The next question comes from Arnaud Palliez with CIC Market Solutions. Please go ahead.

Arnaud Palliez
Senior Financial Analyst, CIC Market Solutions

Yes, good morning and congratulations for this acquisition. I have a first question regarding your incineration capacities in the U.S.. I would like to know if this acquisition is going to change the capacity utilization rate of your incinerator and if following this acquisition you will need to add more CapEx to your U.S. incineration operations.

Estelle Brachlianoff
CEO, Veolia

Bob, do you want to answer this one?

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

Sure. As you may know, we've got three incineration sites currently with six incinerators. In 2026 into 2027, we will open up our new 100,000 ton incinerator in Gum Springs, Arkansas. Our work with the Gum Springs, Arkansas incinerator is that 50% of the capacity of the incinerator will be with preferred partners, essentially selling in advance the capacity of that incinerator. The second half of that incinerator will be much like we operate our other incinerators. Market opportunities for the incinerator based on the type of materials that are available within the market. We don't believe that that will have an impact on CapEx investment within that network in the next several years. Not at all.

Estelle Brachlianoff
CEO, Veolia

There is no intention to add another installation post Gum Springs because it would be needed or whatever following today's announcements. It is exactly what we said when we were at the deep dive a few months ago. You know, we are happy with what we have for a few more years.

Arnaud Palliez
Senior Financial Analyst, CIC Market Solutions

Okay.

Estelle Brachlianoff
CEO, Veolia

What we have or what we're building, because it's the two.

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

Maybe one thing to add to that. Clean Earth was one of our preferred providers for the Gum Springs incinerator for a portion of the incinerable materials that they generate. The second half of those incinerables we would also look at to utilize the Gum Springs incinerator. A portion of that was already with the preferred provider agreement that we had with Clean Earth.

Arnaud Palliez
Senior Financial Analyst, CIC Market Solutions

Does it change something in terms of incinerating the PFAS this acquisition?

Estelle Brachlianoff
CEO, Veolia

I guess Clean Earth didn't have any specific incineration units at all. None. You know, for PFAS that was really easy as, you know, like prime assets. What brings Clean Earth is not on the incineration, it's more on the decontamination of the soils because Veolia was not so much present in the soil decontamination and, you know, one of works which goes with it. This is a big capability of Clean Earth among sizes, of course. Just to confirm this specific 51st one.

Arnaud Palliez
Senior Financial Analyst, CIC Market Solutions

Okay, thank you.

Operator

The next question comes from Jenny Ping with Citi. Please go ahead.

Jenny Ping
Utilities and New Energy Analyst, Citi

Thank you very much and thank you for taking my questions. A couple of questions please. Firstly, just on the long term plans, now that you've acquired this growth, both from a cost synergies point of view, but also revenue synergies as we go.

Forward.

How do you envisage to show the market some of those numbers? Because clearly, again, I think I asked about this before. Post your last acquisition, some of your multiples which your shares are trading is still very much below the acquired levels where you're paying for deals. I am very keen to understand how you show the market some of the values in your business. That is the first question. The second one, just the answer to Olly's question earlier. In terms of the $8 billion EBITDA target and the 10% growth, it does not sound like this deal necessarily changes that. Is that a correct understanding or are you saying you are going to come back to update that for us at some stage?

Just very lastly on the $2 billion asset disposals, can you help us to understand the type or the geography these assets are going to be based in? Just to sort of define a little bit what old or mature growth assets look like. Thank you very much.

Estelle Brachlianoff
CEO, Veolia

I will start and maybe Emmanuelle can.

Compliment on the.

Share price at one point. I think there is a value creation and a value appreciation in the share price. Of course, considering the quality of the assets we have and a portfolio which is really unique so that there is a potential for increase. Of course I would agree with that. That's why the transformation of the portfolio is something which enhances the group's profile progressively and which should come to fruition. I think this is really an important point for me in terms of the trajectory I answered earlier to that question. You know, we are on the trajectory of GreenUp and I confirm it today, you know, with all the various elements of the acquisition announced today, the disposals as well, the enhanced profile altogether. We are on our trajectory for GreenUp.

We will give you the guidance for 2026 when it comes. I think, you know, that's the main thing is GreenUp is exactly what will. I mean we are doing what we said we would with investing more in the boosters while keeping very strong strongholds, aiming at creating EPS growth and 10% net result on average over the duration of the plan. This is exactly what we are on our way of delivering. In terms of the disposals, what are the good candidates for disposal? It's mature assets. By mature assets I mean those who do not have a big prospect for growing the profits in the next few years or growing EPS if you want on the equivalent. That's a typical one.

It is either they are not growing fast as in revenue or that they are going okay, but there is no profit more to be extracted from them typically or in geographies which are more mature and therefore there is no value creation ahead of us. That value creation ahead is my definition of mature of course. You can have a few of what I call non core which are more not as aligned with our strategy and define as GreenUp as you could hope for. Do you want to compliment on that, Emmanuelle ?

Emmanuelle Menning
CFO, Veolia Environnement

Yes, maybe one word. Good morning Jenny, thank you for joining us this morning. We have continuously reinforced our growth profile in the tarpaulin, as you know, 90% of investment including M&A in boosters. Today we are accelerating and we are pushing the capital allocation with an acquisition which will boost the underlying EBITDA growth of the group. Thanks. As mentioned during the presentation of our improvement and further improvement of margin of our hazardous waste. We mentioned more than 10% increased EBITDA per year and margin accretion. On top of that, you may have seen the very attractive cash conversion of this transaction, which will also continue to boost the growth profile of Veolia. We are therefore well on track to deliver our promises. For instance, the current net income CAGR of 10% on average on the plan duration.

For us, this acquisition is very strategic and it's a significant step. We would even say it is the perfect timing. It's the most transformative transaction after the merger with Suez on the perimeter, which is stabilized and running faster than before. Now we are becoming the leader in a fast growing hazardous waste market in the U.S. and we continue, we are pursuing the rotation to create value creation for all our investors.

Operator

Thank you. The next question comes from Thibault Dujardin with Bernstein . Please go ahead.

Thibault Dujardin
Equity Research Analyst, Bernstein

Hello, good morning.

Thank you very much for taking my question.

The question will be, does the acquisition include landfills and if so, what is the capacity?

Estelle Brachlianoff
CEO, Veolia

No, it doesn't include landfill or incineration, which was a previous question of the colleagues. It includes nevertheless very highly regulated permitted sites. Typically it's nine, 29?

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

19.

Estelle Brachlianoff
CEO, Veolia

19 TSDF which are treatment capabilities. It's not landfill, neither landfill nor incineration. In a way, everything else you can see on the map we've seen on slide whatever, there is a defined list of the typical assets by treatment capabilities. Maybe Bob, what type of treatment does Clean Earth hold? The weed, the electronic waste, the whatever, I can't remember, but you know best.

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

Also key part of the 10 day network. The TSDFs provide a collection and consolidation opportunity for materials that are fed either into the incineration network or into the Gum Springs landfill. The Gum Springs landfill, the largest hazardous waste landfill permitted in the United States. That's some of the work that we've done with Clean Earth over the last several years of opening up the commercial opportunity at that landfill. Utilize those two assets. Within the Clean Earth network, they have fuel blending capabilities, solvent recycling capabilities, metals recycling capabilities. All within those TSDFs, they have a niche kind of opportunity or treatment technology where they treat aerosol cans, which may seem like a small percentage of the waste spectrum. Aerosol cans are managed at our incinerators. They have an impact on our ability to optimize on the capacity at the incinerator.

By taking that inventory out of the incinerator, we actually free up incineration capacity by taking the aerosol cans out. So that, although small, is very attractive because the utilization increases at our incinerators.

Estelle Brachlianoff
CEO, Veolia

I guess a key word here is complementarity. Complementarity of the teams, complementarity of the assets, complementarity of the portfolio of customers as well. Complementary. It's really paramount. That's why it's a prime asset for us. It's really totally complementary to what we do in the U.S. You can see it on the map, page eight in our presentation. You have lots of dots on the map, but there are 700 permits associated with those dots on the map and permits which as I said, we are highly regulated.

Operator

Thank you. The next question comes from Juan Rodriguez with Kepler. Please go ahead.

Juan Rodriguez
Equity Research Analyst, Kepler

Hi, good morning. Thank you for taking a question. I have one follow up, if I may. It's mainly on the $120 million of synergies which seems quite ambitious target compared to the size of the company, of the earnings today, this represents more than 60% upside potential from current levels. What makes you so confident that you're going to be able to get to these levels? I want to double check as well. These are outside growth potential, that is from revenue synergies that you're expecting from combining the forces. Thank you.

Estelle Brachlianoff
CEO, Veolia

It is cost synergies, only the $120 million? Yes, it is. Why are we confident? You know, Bob will elaborate in a minute. First to say that it's 4% of the combined turnover of our two businesses it has in the U.S. that's another benchmark. You can have a look rather than just a proportion of the Clean Earth's one. Two, we have a greater track record of delivery, starting with Suez of course, which we really performed very well. Even beyond the $500 million initial number which was set. We have a habit of it, method and good capability there. Maybe Bob, you want to elaborate on the why are you so confident about the $120 million, which is a big number. Yes, it is, but very confident. I said it's a minimum for me, Bob?

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

No pressure.

It's set at the minimum. I think it starts with the. The l evel of knowledge that we have of the Clean Earth organization. This is not a business that we're unfamiliar with. We've worked very closely with Clean Earth as a customer for many, many years. We know the team, we know the assets that they have within their network. From that we looked at during the due diligence process, all the transportation and disposal spend and evaluated what alternative ways we could manage that transportation and disposal spend. Also mentioned earlier, the overlap of the national network. That national network in and of itself provides a significant logistics synergy. Just by making sure that every vehicle that we move across the United States, a lot of miles, nose to tail, floor to ceiling, when we're shipping trucks across the United States, maximum efficiency in how we manage the transportation.

When we looked at that T&D spend, we evaluated where the material was coming from, both from Clean Earth facilities as well as from the customers. The proximity of those generating locations to ultimate treatment locations versus how they were being handled today, again, very complicated analysis, but a lot of data available to do that. We spent time, a lot of time in evaluating that to look at what our synergy would be on transportation and disposal. From that we also went to a third party to evaluate our work. We had someone from outside Veolia, outside Clean Earth, evaluate the assumptions that we were making to ensure that those were within reasonable assumptions of what we thought we would make. They concurred with our assumptions relative to the management of transportation disposal.

We also looked at other things in terms of, on a national level, how we could procure the basic supplies that we utilize to deliver the services that we do. Can we do that better than we do that today? Leveraging the scale that the two organizations will have together and then just generally how the organizations operate, what's the operating model of the two organizations? Candidly looking at the strengths and weaknesses of the organizations. I've been with the company for 34.5 years, so I believe I've got a pretty good perspective on self awareness of things that I'm absolutely, very, very proud of in terms of strengths within our group. Like anything, we also have those areas that we've been focused on for improvement. One area for improvement was our IT network.

Our IT network, we had outgrown the infrastructure that we had in place. In terms of our IT network, we've been working on a redevelopment plan, transcelerate transform, to accelerate the business. Transcelerate and Clean Earth has been working on a very similar type activity. The combination of those two activities will provide a significant synergy as well. In evaluating all the different pieces, as much as Estelle has clearly indicated that it's the minimum, we're very, very confident that we'll be able to achieve that.

Estelle Brachlianoff
CEO, Veolia

I guess you've understood from Bob's answer that it's a very detailed plan which is ready already.

Thibault Dujardin
Equity Research Analyst, Bernstein

Definitely.

Operator

Thank you. The next question comes from Philippe Ourpatian with ODDO BHF. Please go ahead.

Philippe Ourpatian
Pan European Utilities Analyst, ODDO BHF

Yes, good morning. Many thanks. Taking my question, I have only four but very short one. The first one is concerning. Could you just indicate to us the additional CapEx maintenance or let's say the needs of CapEx of this company added to Veolia. Just to have an idea about where we're going to be in terms of consolidation CapEx for the coming year starting 2026 and beyond. That's the first question. The second question is concerning. Is there any implementation cost for extracting the synergies? Are you going to provision some, let's say millions or hundreds of millions, hundreds of thousand USD to implement this cost synergies program? The third one is in your disposal plan. Are we think also about the fact that as Bob says there is sometimes some overlap. Those overlaps could come from Clean Earth or from Veolia.

Is there something coming from this deal which would be included in the $2 billion of disposal? Just to have an idea and what's going to be, let's say, the portion in terms of percentage of the deal currently. The last question is mainly concerning Gum Springs because Gum Springs is under works. It seems that Clean Earth is already a client. You mentioned it several times and I was wondering if this acquisition could speed up, I would say, the capacity of Gum Springs, one, is going to be fully commissioned to reach its close speed faster than expected and, two, to saturate the installation in order to generate the maximum value of the different installation you have in Gum Springs. That's the fourth question. Many thanks.

Estelle Brachlianoff
CEO, Veolia

Thank you.

I hope I've noted them right. If not, you can compliment.

Emmanuelle , on the CapEx question first.

Maybe?

Emmanuelle Menning
CFO, Veolia Environnement

Yes, on the CapEx question. Bonjour Philippe. Thank you for your question starting with CapEx. You have noticed as we have mentioned before, that thanks to the Clean Earth acquisition, the EBITDA to free cash flow conversion of the hazardous waste activity in the U.S. will grow from circa 35% to circa 50% thanks to the very attractive cash profile of Clean Earth. Meaning that coming to CapEx it is limited, we are speaking around roughly $50 million. Meaning that it will enhance the free cash flow profile of the hazardous waste in the U.S. and also of Veolia to finance our future growth. Coming to your second question, which were on integration costs if I am not mistaken.

We have a pencil integration cost of roughly $90 million on the four year duration and it will be mainly in 2027 and 2028 and the split is 10, 40, 30, 10.

Estelle Brachlianoff
CEO, Veolia

On your third question. No, there is no disposal in the $2 billion associated with the merger. The word overlap, which Bob just mentioned, was more on the geographical basis. As in, you know, one has the treatment, the other one has a transport if you wish. It is more complementary than overlap as in, and therefore you would have to sell it. We do not anticipate any disposals associated with the merger. The disposal in the $2 billion will be more mature asset, as in mature geographies or activities where we do not see the profile of the growth of the profits be as good as what we would expect. That is more this type of criteria. In terms of the fourth one, actually, to build a high temperature incinerator takes time. It takes time to get permit, takes time to build.

It takes time to be ramping up. We've been explaining that in detail during our deep dive. The ramping up is as much a technical something. You just don't press the button and it's an on off. You have to progressively ramp up the furnace if you want, you know, one by one, you know, and the heat is increasing by the day and so on, so forth. I'm trying to explain, you know, and it takes a while. Of course it will help. Though the fact of the capacity is going to be probably very much happy to welcome the new Clean Earth's material in addition to the one, as Bob explained, which was already anticipated to be in. The technical aspect will stay as it is. The type of timing we put in our deep dive last year.

Are exactly the one we anticipate to maintain.

Philippe Ourpatian
Pan European Utilities Analyst, ODDO BHF

Now, if I may, just one clarification.

When you say for your last, the last question concerning Gum Springs, that's going to help because there is potentially, let's say, there were some capacities already contracted in Gum Springs coming from Clean Earth. Does it mean that, let's say, the full potential capacities of Clean Earth will now be driven to Gum Springs versus some, I don't know, other contracts the company has had previously? That's correct. To understand?

Estelle Brachlianoff
CEO, Veolia

I guess we will try, of course, to direct everything we can into our own treatment facilities. It will depend on geographies as well. Each time, we are trying to see the best destination, depending on the characteristics of the ton. Because, as you know, you have tons and tons. Some tons which get into an incinerator at, what, $2,000, $3,000, and others which are almost at zero. The waste mix is as important as anything. Plus, it's all that which Bob has analyzed as well in his synergies very d etailed plan.

Bob Cappadona
President and CEO of Environmental Solutions and Services, Veolia

Much like I mentioned about t he footprint of the service offering. It enables us to have access to customers in geographies where we may not have had facilities or logistics to support it in the past. That is the opportunity there within the incineration network and frankly through all of our treatment networks, the process that Estelle described where we, based on the chemical composition of material, identify the type of facility that we would manage it at and then logistics to get the material from the customer to the facility. In most cases we'd like that to be with a Veolia facility, but if that's not the case, we also have a network of third party facilities that we work with and we would plan to continue to do that. Part of that evaluation of course would be with that new network on whether that material could be directed into the Veolia network.

Estelle Brachlianoff
CEO, Veolia

Which means in addition there will be new customers as well. That is intentionally. When I say enhanced growth, it means it is not only to put the tonnes of one into the instant ratio of the other one. It is to have a broader range of offers to our customers in new states where we could not get access to yet, but with a new asset network of Clean Earth we will be able to. In a way, our customers will have more options or the customers in the U.S. will have more options. I think this is a way to look at it, you know. You know, I guess the first intention is to grow the revenue and not only what we have just said on the cost of disposal.

Philippe Ourpatian
Pan European Utilities Analyst, ODDO BHF

Many thanks, very clear.

Operator

We do have a follow up question coming from Olly Jeffery with Deutsche Bank. Please go ahead.

Olly Jeffery
Senior Equity Research Analyst, Deutsche Bank

Thanks very much.

Just two questions coming back to the rotations. Could you please just outline when you expect to execute on some of the plan rotations? Is it something you're looking to do imminently or is it more next year or any detail you can give around that? Also, just to clarify, for the 9.8 x multiple that you gave today, I presume that includes the $200 million and the full $120 million of synergies that's in that figure with the year four synergies being in 2030, is that correct? Thank you.

Estelle Brachlianoff
CEO, Veolia

Okay, thanks for your question. I guess you know the answers on the when and the how much are on slide 17. We anticipate to do this extra $2 billion in the two years following the acquisitions. In a way we're not in an emergency because we don't need to. We could do without disposal, but we seize the opportunity to accelerate the asset rotation. That's more the way to think about why we're doing that. Which means that when you see the figures, it's not starting now, the disposal. That's why it's not a disposal to be able to afford this acquisition if you want. It's not at all the way to look at it. It's quite the reverse. This acquisition is an opportunity to accelerate the asset rotation, which we've already started two years ago. We are going on and in an accelerated mood.

That's more the way to think about, you know, having in mind that, you know, as Emmanuelle said in her speech, you know, we are okay with the leverage anyhow. As I said, we do not have to dispose of it. It's a conscious decision, you know, given the profile of some material sets compared to the opportunities we have. It gives us some flexibility. That's more the way to think in terms of multiples. Yes, it includes the full speed synergies, the 9.8 x.

Emmanuelle Menning
CFO, Veolia Environnement

Our valuation approach is of course prioritize value creation through synergies. You know, us, and we have succeeded in reaching below 10x 2026 EBITDA multiple, so 8x, 9.8 x. Thanks to significant synergies that we have mentioned before. The $120 million. You know that we have an amazing track record in terms of synergies. We have in the U.S. a team which is already prepared to generate synergy coming from the merger with Suez, but also with all with the four tokens we did this year or the five, taking into consideration the one that we did last year.

Olly Jeffery
Senior Equity Research Analyst, Deutsche Bank

Thank you.

Operator

We have no further questions at this time. I would like to turn it back to Estelle Brachlianoff for closing remarks.

Estelle Brachlianoff
CEO, Veolia

Thank you very much. You've understood. I'm very, very happy about this most transformative acquisition we announced this morning. Value creative, but transformative as well. Not only by doubling the size of Veolia's business in the U.S., becoming number two in this sector in the U.S., and enhancing the growth profile of the group and enhancing the acceleration of the asset management rotation to EUR 8.5 billion over the duration of GreenUp. We are really on our way to deliver GreenUp. Thank you very much.

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