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
successfully completed its previously announced tender offer (the
“Offer”) to purchase all of the outstanding shares of common stock,
par value $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. At 12:00 midnight, New York time,
at the end of the day of Friday, May 21, 2021, the Offer expired as
scheduled and was not extended. Merger Sub expects to complete the
acquisition of General Finance on Tuesday, May 25, through a merger
under Section 251(h) of the General Corporation Law of the State of
Delaware.
Continental Stock Transfer & Trust Company, LLC, the
depositary for the Offer (the “Depositary”), has advised that, as
of the expiration of the Offer, a total of 27,625,450 shares had
been tendered into and not validly withdrawn from the Offer,
representing approximately 91.4% of General Finance’s outstanding
shares and a sufficient number of shares such that the minimum
tender condition to the Offer was satisfied. Additionally, the
Depositary has advised that an additional 156,352 shares had been
tendered by notice of guaranteed delivery, representing
approximately 0.5% of General Finance’s outstanding shares.
Accordingly, all shares that were validly tendered and not properly
withdrawn were accepted for payment and Merger Sub will promptly
pay for all such tendered shares in accordance with the terms of
the Offer.
As a result of the merger, and following the redemption of
General Finance’s outstanding preferred stock, General Finance will
become a wholly owned subsidiary of Merger Sub. In the merger, each
share of General Finance (other than those shares held by General
Finance, United Rentals (North America), Inc., a Delaware
corporation and a wholly owned subsidiary of United Rentals, or
Merger Sub) will be cancelled and converted into the right to
receive the same $19.00 per share net to the holder thereof in
cash, without interest, less any applicable withholding of taxes,
that was paid in the Offer. Following the completion of the merger,
all of the issued and outstanding shares of General Finance’s
preferred stock will be redeemed in accordance with their terms,
and General Finance’s common stock, Series C preferred stock and
unsecured senior notes will be delisted from trading on the NASDAQ
Global Select Market.
About United Rentals
United Rentals, Inc. is the largest equipment rental company in
the world. The company has an integrated network of 1,156 rental
locations in North America and 11 in Europe. In North America, the
company operates in 49 states and every Canadian province. The
company’s approximately 18,250 employees serve construction and
industrial customers, utilities, municipalities, homeowners and
others. The company offers approximately 4,000 classes of equipment
for rent with a total original cost of $13.49 billion. United
Rentals is a member of the Standard & Poor’s 500 Index, the
Barron’s 400 Index and the Russell 3000 Index® and is headquartered
in Stamford, Conn. Additional information about United Rentals is
available at unitedrentals.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. Forward-looking statements involve
significant risks and uncertainties that may cause actual results
to differ materially from such forward-looking statements. These
statements are based on current plans, estimates and projections,
and, therefore, you should not place undue reliance on them. No
forward-looking statement, including any such statement concerning
the completion and anticipated benefits of the Offer, Merger or
other transactions described in this press release (collectively,
the “Transactions”), can be guaranteed, and actual results may
differ materially from those projected. United Rentals undertakes
no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.
Forward-looking statements are not historical facts, but rather are
based on current expectations, estimates, assumptions and
projections about the business and future financial results of the
equipment rental industries, and other legal, regulatory and
economic developments. We use words such as “anticipates,”
“believes,” “plans,” “expects,” “projects,” “future,” “intends,”
“may,” “will,” “should,” “could,” “estimates,” “predicts,”
“potential,” “continue,” “guidance” and similar expressions to
identify these forward-looking statements that are intended to be
covered by the safe harbor provisions of the PSLRA. Actual results
could differ materially from the results contemplated by these
forward-looking statements due to a number of factors, including,
but not limited to, those described in the SEC reports filed by
United Rentals and General Finance, as well as the possibility that
(1) problems may arise in successfully integrating the businesses
of United Rentals and General Finance, including, without
limitation, problems associated with the potential loss of any key
employees of General Finance; (2) the Transactions may involve
unexpected costs, including, without limitation, the exposure to
any unrecorded liabilities or unidentified issues that we failed to
discover during the due diligence investigation of General Finance
or that are not covered by insurance, as well as potential
unfavorable accounting treatment and unexpected increases in taxes;
(3) our business may suffer as a result of uncertainty surrounding
the Transactions, any adverse effects on our ability to maintain
relationships with customers, employees and suppliers, or the
inherent risk associated with entering a geographic area or line of
business in which we have no or limited experience; and (4) the
industry may be subject to future risks that are described in the
“Risk Factors” section of the Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed from time
to time with the SEC by United Rentals or General Finance. United
Rentals gives no assurance that it will achieve its expectations
and does not assume any responsibility for the accuracy and
completeness of the forward-looking statements.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of United Rentals and
General Finance described in the “Risk Factors” section of the
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
other documents filed from time to time with the SEC by United
Rentals or General Finance. These forward-looking statements speak
only as of the date hereof. United Rentals undertakes no obligation
to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise, except
as may be required by applicable securities laws.
Additional Information and Where to Find It
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. On April 26, 2021,
Merger Sub and United Rentals filed a Tender Offer Statement on
Schedule TO with the SEC and General Finance filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC, in each case with respect to the Offer. The Tender Offer
Statement (including the Offer to Purchase, the related Letter of
Transmittal and other offer documents) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully and considered before any decision is
made with respect to the Offer. Those materials and all other
documents filed by, or caused to be filed by, United Rentals,
Merger Sub or General Finance with the SEC are available at no
charge on the SEC’s website at www.sec.gov. The Schedule TO Tender
Offer Statement and related materials are available for free under
the “Our Company—Investor Relations—SEC Filings” section of URI’s
website at https://unitedrentals.gcs-web.com/sec-filings. The
Schedule 14D-9 Solicitation/Recommendation Statement and such other
documents are available for free from General Finance under the
“Investor Information—SEC Information” section of General Finance’s
website at https://generalfinance.com/sec-information/.
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version on businesswire.com: https://www.businesswire.com/news/home/20210524005229/en/
Ted Grace Office: (203) 618-7122 Cell: (203) 399-8951 Email:
tgrace@ur.com
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