Hertz Global Holdings Inc. and Dollar Thrifty Automotive Group Inc. today jointly announced an agreement to amend their merger agreement to provide for Hertz to acquire Dollar Thrifty for an increased purchase price of $50.00 per share, valued at the Friday, Sept. 10, 2010 closing price of Hertz stock of $10.05, consisting of $43.60 in cash (including approximately $6.87 per share to be paid by Dollar Thrifty as a special cash dividend immediately prior to the transaction closing) and 0.6366 of a share of Hertz common stock.
The revised price represents an increase of $10.80 per share in the cash consideration to be paid to Dollar Thrifty shareholders. The other key provisions of the original merger agreement are unchanged, including a $44.6 million reverse termination fee payable to Dollar Thrifty if required antitrust clearance is not obtained.
As an additional step to facilitate the prompt closing of the transaction, Hertz announced it has begun the process of divesting Advantage Rent-a-Car.
Dollar Thrifty has postponed its special meeting of shareholders with respect to the merger, previously scheduled to occur on Sept. 16, 2010, to Sept. 30, 2010, to allow shareholders sufficient time to consider the revised terms of the merger agreement. Further details regarding such revised terms, as well as the place and time of the special meeting, will be furnished to Dollar Thrifty shareholders in the near future.
Commenting on the revised merger agreement, Mark P. Frissora, Hertz's Chairman and Chief Executive Officer, and Thomas P. Capo, Dollar Thrifty's Chairman of the Board, said, "We are pleased to reach an agreement that reflects the significant improvement in Dollar Thrifty's operating performance since the initial merger agreement was executed on April 25, 2010, and is further supported by Hertz's divestiture commitment to assure timely completion of the transaction. We believe a combination of our companies is in the best interest of our respective stakeholders. Our companies will work together to secure a favorable shareholder vote as soon as possible and to ensure a smooth transition for our organizations after deal closure."
Mr. Frissora added, "We have begun the process of divesting Advantage Rent-a-Car, and we already have received interest from several unsolicited parties. It is clear to us that brand divestiture will be required to complete a transaction involving Dollar Thrifty that satisfies regulators' concerns. Such an outcome was contemplated in our initial merger agreement, and is carried forward in the revised agreement. Divesting Advantage will increase deal certainty, which has always been a critical element in any transaction involving Dollar Thrifty."
Finally, Hertz has announced that its Investor Day, previously scheduled for Sept. 30, 2010, will be rescheduled for a later date.