Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) announced Aug. 21 that it has sent a letter to Hertz Global Holdings, Inc. (NYSE: HTZ) and Avis Budget Group, Inc. (NASDAQ: CAR) advising them of Dollar Thrifty's intention to solicit for submission in early October 2011, best and final definitive proposals regarding a potential business combination with Dollar Thrifty.
Scott L. Thompson, President and CEO, said "Hertz and Avis have made substantial progress with respect to regulatory reviews and our Board has concluded that the time has come to determine if, and on what terms, a transaction can be achieved. Continuing uncertainty is in no one's best interest and both Hertz and Avis have the information they need to put forward their best and final offers."
Thompson added: "I continue to be very pleased with our operational and financial performance. We recently announced expectations for another record year, targeting corporate adjusted EBITDA of between $270 and $290 million, and we are positioned for continued strong performance in 2012. We are optimistic about our future but it's clear that bringing closure one way or another to the process with Hertz and Avis is in the best interests of our shareholders, the company and our employees."
The full text of the letter sent to Hertz and Avis follows:
|August 21, 2011|
|Mr. Ronald L. Nelson|
|Chairman and Chief Executive Officer|
|Avis Budget Group, Inc.|
|6 Sylvan Way|
|Parsippany, New Jersey 07054|
|Mr. Mark P. Frissora|
|Chairman of the Board and Chief Executive Officer|
|Hertz Global Holdings, Inc.|
|225 Brae Boulevard|
|Park Ridge, New Jersey 07656|
Dear Ron and Mark:
As you are aware, Dollar Thrifty has worked cooperatively with each of Avis Budget and Hertz for many months in an effort to obtain antitrust regulatory clearance for a possible business combination transaction. We understand that these efforts have been fruitful, and believe that each of Avis Budget and Hertz is well positioned to complete the regulatory process in a manner that would permit a combination to be completed with limited economic impact. We appreciate the efforts made by each of your companies as well as your continued interest in Dollar Thrifty.
In light of the regulatory progress that has been made, we believe that it is time to ascertain whether a transaction can be accomplished with Avis Budget, Hertz or another party on terms that our Board of Directors determines are in the best interests of Dollar Thrifty and its shareholders. Accordingly, our Board has determined that it will solicit best and final definitive proposals for submission in early October. Based on the results of this process, we will consider what actions would be in the best interests of Dollar Thrifty and its shareholders. While the details of our process will be furnished separately by our financial advisors in the coming days, I wanted to provide each of you with advance notice in order to give your companies ample preparatory time in which to complete your regulatory efforts. As you can appreciate, in view of the unprecedented opportunity that each of Avis Budget and Hertz has had to assess and mitigate in advance the antitrust regulatory risks of a transaction with Dollar Thrifty, any proposal that requires our shareholders to assume any portion of such risk is unlikely to be acceptable to our Board or shareholders.
Please do not hesitate to let me know if there are any questions.
Very truly yours,
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
Scott L. Thompson
President and Chief Executive Officer
J.P. Morgan Securities LLC and Goldman Sachs & Co. are acting as financial advisors to Dollar Thrifty and Cleary Gottlieb Steen & Hamilton LLP is acting as Dollar Thrifty's legal counsel.