Hertz Announces Expiration of Tender Offer to Acquire Dollar Thrifty
PARK RIDGE, NJ--Nov. 16, 2012: Hertz Global Holdings, Inc. announced today that its previously announced cash tender offer to purchase all outstanding shares of common stock of Dollar Thrifty Automotive Group, Inc. for $87.50 per share expired at 5:00 p.m., New York City time, as scheduled, and was not extended.
The depositary for the tender offer has advised Hertz that, as of the expiration of the tender offer, approximately 27,956,234 shares of Dollar Thrifty common stock had been validly tendered and not validly withdrawn pursuant to the offer (which includes shares subject to guaranteed delivery procedures), representing approximately 99.6% of the total outstanding shares of Dollar Thrifty common stock.
As previously announced, Hertz has reached an agreement to sell its Advantage business to Adreca Holdings Corp. ("Adreca"), a subsidiary of Macquarie Capital which is operated by Franchise Services of North America Inc. In its settlement agreement with the Federal Trade Commission ("FTC"), Hertz has also agreed to use its commercially reasonable efforts to ensure a new car rental company is given the right to operate on-airport at 26 airports across the country. In about half of these locations Hertz has already reached an agreement with Adreca that it will try and get the Advantage brand the right to operate on-airport. Hertz has also agreed with the FTC that it will negotiate exclusively with Adreca for the next 30 days to try and reach an agreement on the remaining locations. Hertz is not selling any brands (other than Advantage), or the rights to operate any brands, so it will continue to have the right to operate the Hertz, Dollar and Thrifty brands at all of the locations.
Hertz is exploring several different alternatives for procuring on-airport concessions for Advantage or another car rental company at these airports. Where possible, Hertz will seek to accomplish this in a manner that allows it to continue operating all three of its brands (Hertz, Dollar and Thrifty) on-airport. Alternatively, in certain situations either Dollar or Thrifty (never Hertz), and in a few cases both Dollar and Thrifty, may have to operate off-airport for at least some period of time. In these instances, Hertz will continue to provide Dollar and Thrifty customers with superior service and a great rental experience, and hopes to eventually be able to move the brands back on airport in the future. Given that in all instances the company will have at least one brand, and in the vast majority at least two brands, on-airport, as well as off-airport locations at certain airports, the company anticipates minimal impact on its employees and customers as a result of these changes.
On November 19, 2012, Hertz intends to exercise its "top-up" option to purchase additional shares of Dollar Thrifty common stock directly from Dollar Thrifty and to complete the acquisition of Dollar Thrifty through a short-form merger without a vote or meeting of Dollar Thrifty's stockholders. Each of the remaining shares of Dollar Thrifty common stock will be converted into the right to receive the same $87.50 per share in cash that will be paid in the tender offer. Upon completion of the merger, Dollar Thrifty will become a wholly owned subsidiary of Hertz. Dollar Thrifty's common stock will be suspended for trading on the New York Stock Exchange before the market opens on November 20, 2012 and will subsequently be delisted.