Hertz Global Holdings Inc. today commenced a cash tender offer to purchase all outstanding shares of common stock of Dollar Thrifty Automotive Group Inc.
As previously announced, Hertz and Dollar Thrifty have entered into a definitive merger agreement under which Hertz would acquire Dollar Thrifty for $87.50 per share in cash in a transaction valued at a corporate enterprise value of approximately $2.3 billion.
Upon the successful closing of the tender offer, stockholders of Dollar Thrifty will receive $87.50 per share in cash for each share of Dollar Thrifty common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable withholding taxes.
Hertz will file today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO which sets forth in detail the terms of the tender offer. Additionally, Dollar Thrifty will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the unanimous recommendation of Dollar Thrifty's board of directors that Dollar Thrifty stockholders accept the tender offer and tender their shares.
The tender offer will expire at 12:00 midnight, New York City time, on Oct. 5, 2012 unless extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to customary terms and conditions, including the acquisition by Hertz of a majority of the outstanding shares of Dollar Thrifty common stock on a fully diluted basis, and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
The Information Agent for the tender offer is Innisfree M&A Incorporated. Dollar Thrifty stockholders who need additional copies of the tender offer statement and related materials or who have questions regarding the offer should contact the Information Agent toll-free at (877) 456-3507.
- Lazard, Barclays, Bank of America Merrill Lynch and Deutsche Bank are acting as financial advisers to Hertz. Barclays will serve as dealer manager for the tender offer. Barclays, Bank of America Merrill Lynch and Deutsche Bank will provide financing for the transaction.
- Cravath, Swaine & Moore LLP, Debevoise & Plimpton LLP and Jones Day are acting as legal advisers to Hertz.
- J.P.Morgan and Goldman, Sachs & Co. are acting as financial advisers to Dollar Thrifty.
- Cleary Gottlieb Steen & Hamilton LLP is acting as legal adviser to Dollar Thrifty.