Avis Budget Group Inc. and Zipcar Inc. today announced that Avis Budget Group has agreed to acquire Zipcar for $12.25 per share in cash — a 49% premium over the closing price on Dec. 31, 2012, representing a total transaction value of approximately $500 million.
About the Transaction
The transaction is subject to approval by Zipcar shareholders and other customary closing conditions, and is expected to be completed in the spring of 2013. The boards of directors of both companies unanimously approved the transaction, and Zipcar shareholders representing approximately 32% of the outstanding common stock have agreed to vote their shares in support of the transaction.
Car sharing has grown to be a nearly $400 million business in the United States and is expanding rapidly in major cities around the world, the joint announcement states. Zipcar has been a leader in this industry. Zipcar now has more than 760,000 members, known as “Zipsters,” with a market-leading presence in 20 major metropolitan areas in the United States, Canada and Europe, and fleet positioned at more than 300 college and university campuses.
"By combining with Zipcar, we will significantly increase our growth potential, both in the United States and internationally, and will position our company to better serve a greater variety of consumer and commercial transportation needs," said Ronald L. Nelson, Avis Budget Group chairman and CEO. "We see car sharing as highly complementary to traditional car rental, with rapid growth potential and representing a scalable opportunity for us as a combined company.
"We expect to apply Avis Budget's experience and efficiencies of fleet management with Zipcar's proven, customer-friendly technology to accelerate the growth of the Zipcar brand and to provide more options for Zipsters in more places. We also expect to leverage Zipcar's technology to expand mobility solutions under the Avis and Budget brands."
Avis Budget expects to generate $50-$70 million in annual synergies as a result of the transaction. In particular, Avis Budget expects significant cost reductions across the fleet lifecycle (from procurement to operations and maintenance to disposition, as well as financing), in addition to savings from eliminating Zipcar's public-company costs.
Avis Budget also plans to achieve cost savings by increasing fleet utilization across the two companies. Significant revenue growth opportunities exist, including by leveraging Avis Budget's fleet to meet more of Zipsters' weekend demand, which is currently constrained by fleet availability.
These synergies, combined with the expected growth and rising profitability of Zipcar, are expected to make the transaction accretive to Avis Budget's earnings per share in the second year following the acquisition, excluding certain items and purchase-accounting effects.
"We are delighted to announce our intention to join the Avis Budget Group family of companies, and we believe this combination is a win across the board for our members, shareholders and employees,” said Scott Griffith, chairman and CEO of Zipcar. “We will be well positioned to accelerate enhancements to the Zipcar member experience with more offers and additional services as well as an expanded network of locations.
"As the leading global provider of car sharing services, with a brand that is synonymous with the category, we remain committed to the values and vision that have driven us forward for many years, grounded by our passion for delivering a superior experience to every member for every trip, every day. By combining Zipcar's expertise in on-demand mobility with Avis Budget Group's expertise in global fleet operations and vast global network, we will be able to accelerate the revolution we began in personal mobility."
Following the acquisition, Zipcar will operate as a subsidiary of Avis Budget Group and will continue with its planned move to new headquarters in Boston, Massachusetts. Avis Budget anticipates that key members of the Zipcar management team, including Griffith and Mark Norman, president and chief operating officer, will continue to set the overall direction and run day-to-day operations of Zipcar.
"Avis Budget's existing infrastructure, scale and experience with managing multiple brands make us uniquely positioned to accelerate the growth and profitability of Zipcar," Nelson said. "At the same time, we are committed to retaining the elements of the Zipcar brand and culture that have allowed Zipcar to achieve such rapid growth and success over the last twelve years."
Funding the Transaction
Avis Budget Group expects to fund the purchase price primarily with incremental corporate debt borrowings, as well as available cash. As of Sept. 30, 2012, Avis Budget Group had cash and marketable securities of approximately $554 million, and Zipcar had cash and marketable securities of approximately $82 million, or approximately $2 per Zipcar share.
Citigroup is acting as financial advisor, and Kirkland & Ellis LLP is acting as legal counsel, to Avis Budget Group. Morgan Stanley is acting as financial advisor, and Latham & Watkins LLP is acting as legal counsel, to Zipcar.
Separately, Avis Budget Group also reiterated its previous estimates of its full-year 2012 results. Avis Budget continues to expect that its full-year 2012 revenue will be approximately $7.3 billion, a 24% increase compared to 2011, and that its 2012 Adjusted EBITDA will be approximately $825 million to $840 million, excluding certain items, an increase of 35% to 38% compared to the prior year. Avis Budget also continues to expect that its 2012 pretax income will be $450 million to $465 million and that its diluted earnings per share will be approximately $2.35 to $2.45, excluding certain items.
Investor Conference Call
Avis Budget Group and Zipcar hosted a conference call to discuss the transaction earlier today. A telephone replay will be available from 12:00 noon (ET) on Jan. 2 until 8 p.m. (ET) on Jan. 16 at 203-369-1604, access code: "Avis Budget." Investors may also access the call or slideshow presentation at ir.avisbudgetgroup.com or ir.zipcar.com.