United Rentals Tender Offer for General Finance Corporation Commences
United Rentals, Inc. (NYSE: URI) (“United Rentals”) today announced that its indirect wholly-owned subsidiary, UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”), has commenced a cash tender offer to purchase all of the outstanding shares of common stock, par value USD 0.0001 per share, of General Finance Corporation (NASDAQ: GFN) (“General Finance”) for a price of $19.00 per share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 26, 2021, and the related Letter of Transmittal and pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of April 15, 2021 (the “Merger Agreement”), among United Rentals (North America), Inc. (“URNA”), Merger Sub and General Finance.
The Offer will expire at 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, unless extended (the latest time and date at which the Offer will expire, the “Expiration Date”). Any extension of the Offer will be followed by public announcement of the extension by press release or other public announcement no later than 9:00 a.m., New York time, on the next business day after the previously scheduled Expiration Date.
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URNA will file today a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.
General Finance will file today a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, which includes, among other things, the recommendation of General Finance’s board of directors that General Finance’s stockholders accept the Offer and tender their shares of General Finance common stock pursuant to the Offer.
The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) the number of shares validly tendered (and not properly withdrawn) prior to 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021 (excluding shares tendered pursuant to guaranteed delivery procedures that were not received prior to the Expiration Time) together with the shares then owned by Merger Sub, representing at least one share more than 50% of the then outstanding Shares; (ii) the expiration or early termination of the statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder and, if applicable, any contractual waiting periods under any timing agreements under the HSR Act with governmental entities with jurisdiction over enforcement of any applicable antitrust laws applicable to the transactions contemplated by the Merger Agreement, (iii) the receipt by URNA and Merger Sub of the foreign investment approval by Australian foreign investment authorities, (iv) the receipt by URNA and/or Merger Sub of all consents and/or clearances required from the New Zealand Overseas Investment Office and/or the New Zealand Minister of Finance to give effect to the Offer and the Merger, (v) the absence of a revocation or rescission of a confidentiality, non-competition and non-solicitation agreement entered into among URNA, United Rentals and Ronald Valenta, the chairman of the General Finance board of directors; (vi) the absence of a revocation or rescission of the “at-will” employment agreements among certain General Finance executive officers and management personnel with URNA or a subsidiary of URNA and the absence of an indication of intention by such employees to leave in connection with the Merger; and (vii) other customary conditions as described in this Offer to Purchase. Innisfree M&A Incorporated is acting as information agent for Merger Sub in the Offer. Continental Stock Transfer & Trust Company is acting as the depositary and paying agent in the Offer. Requests for documents and questions by stockholders relating to the Offer may be directed to Innisfree M&A Incorporated by telephone at (877) 687-1875 (shareholders toll free) or (212) 750-5833 (banks and brokers).