PARK RIDGE, N.J., and TULSA, Okla., /PRNewswire/ -- Hertz Global Holdings, Inc. (NYSE: HTZ) and Dollar
Thrifty Automotive Group, Inc. (NYSE: DTG) announced that they
have entered into a definitive merger agreement under which Hertz would
acquire Dollar Thrifty for $87.50 per share in cash in a transaction valued at a corporate enterprise value of approximately $2.3 billion.
The combination of Hertz and Dollar Thrifty
will create a global, multi-brand rental car leader offering customers a
full range of rental options through its strong premium and value
brands. The boards of directors of both companies have unanimously
approved the transaction.
Hertz also announced that it has reached an agreement to sell the Advantage business to Franchise Services of North America
("FSNA") and Macquarie Capital. FSNA is an experienced rental car
operator with subsidiaries including, among others, U-Save,
Rent-a-Wreck, Practicar and X Press Rent-a-Car. The closing of that
divestiture is conditioned upon, among other things, Hertz completing an
acquisition of Dollar Thrifty.
Hertz Chairman and Chief Executive Officer, Mark P. Frissora
said: "We are pleased to have finally reached an agreement with Dollar
Thrifty after a lengthy – but worthwhile – pursuit. We have always
believed that a combination with Dollar Thrifty is the best strategic
option for both companies. The transaction provides Hertz instant scale
with two new, well-established brands with airport concession
infrastructure in the mid-tier value segment. We'll be a stronger
global competitive player with a full range of rental options not only
in the U.S. but in Europe
and other markets given Dollar Thrifty's strong international
presence. In addition, we look forward to moving efficiently and
swiftly through the regulatory process having reached an agreement to
divest our Advantage brand."
"Hertz has made a compelling offer to our
stockholders that reflects the strength of our business and our team.
Hertz is the logical partner for us with the resources to expand our
value focused leisure brands in key car rental markets around the
world," said Scott Thompson,
President, CEO and Chairman of the Board of Dollar Thrifty. "After
three years of merger-related activity and speculation, I am pleased
that we have reached a win-win transaction for both Hertz and Dollar
The combination provides Hertz with multiple
strategic options to address both corporate and leisure business in all
three tiers of the car rental market. The combined company would have
enhancedleadership positions in key markets around the world, with combined June 30, 2012LTM sales of $10.2 billion and EBITDA of approximately $1.8 billion
across approximately 10,000 locations globally. Moreover, the
transaction creates significant growth opportunities, allowing Hertz to
aggressively pursue mid-tier value and premium markets with dedicated
brands, and compete even more effectively with its multi-brand peers.
The combination is expected to create
significant synergy opportunities, including higher productivity and
efficiency from shared assets, the elimination of duplicate functions
and better deals from suppliers. The company anticipates at least $160 million of annual cost synergies from the transaction, with additional sales growth opportunities.
The transaction has been structured as a
two-step acquisition including a cash tender offer for all outstanding
shares of Dollar Thrifty common stock followed by a cash merger in which
Hertz would acquire any remaining outstanding shares of Dollar Thrifty
common stock. The transaction is subject to the tender of at least a
majority of the shares of Dollar Thrifty common stock, as well as other
customary closing conditions. The successful completion of the
transaction is also subject to regulatory clearance by the Federal Trade
Commission. Hertz has remained closely engaged with the FTC to secure
antitrust clearance for the proposed transaction and Dollar Thrifty will
fully cooperate in the process.
Hertz and Dollar Thrifty will hold a conference call to discuss the transaction tomorrow, August 27, at 9:00 a.m. ET (8:00 a.m. CST). A live webcast of the call along with a slide presentationto be published on Sunday evening, August 26will be available on Hertz's investor relations website www.hertz.com/investorrelations and Dollar Thrifty's website www.dtag.com.
The conference call also can be accessed by dialing (800) 230-1059 or
(612) 234-9959 for international callers. The access code is 258689.
Lazard, Barclays, Bank of America Merrill
Lynch and Deutsche Bank are acting as financial advisors to Hertz.
Barclays will serve as dealer manager for the tender offer. Barclays,
Bank of America Merrill Lynch and Deutsche Bank will provide financing
for the transaction. Cravath, Swaine & Moore LLP, Debevoise &
Plimpton LLP and Jones Day are acting as legal advisors to Hertz.
J.P. Morgan and Goldman, Sachs & Co. are acting as financial advisors to Dollar Thrifty. Cleary Gottlieb Steen & Hamilton LLP is acting as legal advisor to Dollar Thrifty.
Sunday, May 12 2013 10:54 PM EDT2013-05-13 02:54:09 GMT
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