Hertz Announces Expiration of Tender Offer to Acquire Dollar Thrifty
PARK RIDGE, N.J., Nov. 16, 2012 // PRNewswire // - Hertz Global Holdings, Inc. (NYSE: HTZ) announced today that its previously announced cash tender offer to purchase all outstanding shares of common stock of Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) for $87.50 per share expired at 5:00 p.m., New York City time, as scheduled, and was not extended.
The depositary for the tender offer has advised Hertz that, as of the expiration of the tender offer, approximately 27,956,234 shares of Dollar Thrifty common stock had been validly tendered and not validly withdrawn pursuant to the offer (which includes shares subject to guaranteed delivery procedures), representing approximately 99.6% of the total outstanding shares of Dollar Thrifty common stock.
As previously announced, Hertz has reached an agreement to sell its Advantage business to Adreca Holdings Corp. ("Adreca"), a subsidiary of Macquarie Capital which is operated by Franchise Services of North America Inc. In its settlement agreement with the Federal Trade Commission ("FTC"), Hertz has also agreed to use its commercially reasonable efforts to ensure a new car rental company is given the right to operate on-airport at 26 airports across the country. In about half of these locations Hertz has already reached an agreement with Adreca that it will try and get the Advantage brand the right to operate on-airport. Hertz has also agreed with the FTC that it will negotiate exclusively with Adreca for the next 30 days to try and reach an agreement on the remaining locations. Hertz is not selling any brands (other than Advantage), or the rights to operate any brands, so it will continue to have the right to operate the Hertz, Dollar and Thrifty brands at all of the locations.
Hertz is exploring several different alternatives for procuring on-airport concessions for Advantage or another car rental company at these airports. Where possible, Hertz will seek to accomplish this in a manner that allows it to continue operating all three of its brands (Hertz, Dollar and Thrifty) on-airport. Alternatively, in certain situations either Dollar or Thrifty (never Hertz), and in a few cases both Dollar and Thrifty, may have to operate off-airport for at least some period of time. In these instances, Hertz will continue to provide Dollar and Thrifty customers with superior service and a great rental experience, and hopes to eventually be able to move the brands back on airport in the future. Given that in all instances the company will have at least one brand, and in the vast majority at least two brands, on-airport, as well as off-airport locations at certain airports, the company anticipates minimal impact on its employees and customers as a result of these changes.
On November 19, 2012, Hertz intends to exercise its "top-up" option to purchase additional shares of Dollar Thrifty common stock directly from Dollar Thrifty and to complete the acquisition of Dollar Thrifty through a short-form merger without a vote or meeting of Dollar Thrifty's stockholders. Each of the remaining shares of Dollar Thrifty common stock will be converted into the right to receive the same $87.50 per share in cash that will be paid in the tender offer. Upon completion of the merger, Dollar Thrifty will become a wholly owned subsidiary of Hertz. Dollar Thrifty's common stock will be suspended for trading on the New York Stock Exchange before the market opens on November 20, 2012 and will subsequently be delisted.
About Hertz Global Holdings, Inc.
Hertz is the largest worldwide airport general use car rental brand, operating from approximately 8,800 corporate and licensee locations in approximately 150 countries in North America, Europe, Latin America, Asia, Australia, Africa, the Middle East and New Zealand. Hertz is the number one airport car rental brand in the U.S. and at 111 major airports in Europe. In addition, the Company has sales and marketing centers in 60 countries which promote Hertz business both within and outside such country. Product and service initiatives such as Hertz Gold Choice, Hertz #1 Club Gold®, NeverLost® customized, onboard navigation systems, Sirius XM Satellite Radio, and unique cars and SUVs offered through the Company's Adrenaline, Prestige and Green Traveler Collections, set Hertz apart from the competition. In 2008, the Company entered the global car sharing market with its service now referred to as Hertz On Demand which rents cars by the hour and/or by the day, at various locations in the U.S., Canada and Europe. Hertz also operates one of the world's largest equipment rental businesses, Hertz Equipment Rental Corporation, offering a diverse line of rental equipment, from small tools and supplies to earthmoving equipment, as well as new and used equipment for sale, to customers ranging from major industrial companies to local contractors and consumers, from approximately 340 branches in the United States, Canada, China, France, Spain and Saudi Arabia, as well as through its international licensees. Hertz also owns Donlen Corporation, based in Northbrook, Illinois, which is a leader in providing fleet leasing and management services.
About Dollar Thrifty Automotive Group, Inc.
Through its Dollar Rent A Car and Thrifty Car Rental brands, the Company has been serving value-conscious leisure and business travelers since 1950. The Company maintains a strong presence in domestic leisure travel in virtually all of the top U.S. and Canadian airport markets, and also derives a significant portion of its revenue from international travelers to the U.S. under contracts with various international tour operators. Dollar and Thrifty have approximately 280 corporate locations in the United States and Canada, with approximately 5,800 employees located mainly in North America. In addition to its corporate operations, the Company maintains global service capabilities through an expansive franchise network of approximately 1,300 franchise locations in 82 countries. For additional information, visit www.dtag.com or the brand sites at www.dollar.com and www.thrifty.com.
Cautionary Note Concerning Forward-Looking Statements
This communication contains "forward-looking statements". Examples of forward-looking statements include information concerning Hertz's outlook, anticipated revenues and results of operations, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements often include words such as "believe," "expect," "project," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts" or similar expressions. These statements are based on certain assumptions that Hertz has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that Hertz believes are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.
Among other items, such factors could include: our ability to consummate an acquisition of Dollar Thrifty; the risk that expected synergies, operational efficiencies and cost savings from a Dollar Thrifty acquisition may not be fully realized or realized within the expected time frame; the risk that unexpected costs will be incurred in connection with the proposed Dollar Thrifty transaction; the retention of certain key employees of Dollar Thrifty may be difficult; the operational and profitability impact of divestitures required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty; levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets; significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in our markets, including on our pricing policies or use of incentives; occurrences that disrupt rental activity during our peak periods; our ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability; an increase in our fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs; our ability to accurately estimate future levels of rental activity and adjust the size of our fleet accordingly; our ability to maintain sufficient liquidity and the availability to us of additional or continued sources of financing for our revenue earning equipment and to refinance our existing indebtedness; safety recalls by the manufacturers of our vehicles and equipment; a major disruption in our communication or centralized information networks; financial instability of the manufacturers of our vehicles and equipment; any impact on us from the actions of our licensees, franchisees, dealers and independent contractors; our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease); shortages of fuel and increases or volatility in fuel costs; our ability to successfully integrate acquisitions and complete dispositions; our ability to maintain favorable brand recognition; costs and risks associated with litigation; risks related to our indebtedness, including our substantial amount of debt and our ability to incur substantially more debt and increases in interest rates or in our borrowing margins; our ability to meet the financial and other covenants contained in our senior credit facilities, our outstanding unsecured senior notes and certain asset-backed and asset-based funding arrangements; changes in accounting principles, or their application or interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings; changes in the existing, or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect our operations, the cost thereof or applicable tax rates; changes to our senior management team; the effect of tangible and intangible asset impairment charges; the impact of our derivative instruments, which can be affected by fluctuations in interest rates and commodity prices; and our exposure to fluctuations in foreign exchange rates. Additional information concerning these and other factors can be found in our filings and Dollar Thrifty's filings with the Securities and Exchange Commission, including our and Dollar Thrifty's most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Hertz therefore cautions you against relying on these forward-looking statements. All forward-looking statements attributable to Hertz or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Hertz undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Hertz Global Holdings, Inc.
Staff Vice President
Senior Vice President
Corporate Affairs & Communications
Steven Lipin | Jayne Rosefield
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