PARK RIDGE, N.J., Nov. 16, 2012 /PRNewswire/ -- Hertz Global
Holdings, Inc. (NYSE: HTZ) announced today that its previously
announced cash tender offer to purchase all outstanding shares of
common stock of Dollar Thrifty Automotive Group, Inc. (NYSE:
DTG) for $87.50 per share expired at
5:00 p.m., New York City time, as scheduled, and was not
extended.
(Logo: http://photos.prnewswire.com/prnh/20121005/NY87355LOGO
)
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not validly withdrawn pursuant to the offer (which includes shares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.
Hertz Contact information:
Investors
Leslie
Hunziker
Staff Vice President - Investor Relations
Tel: 201-307-2337
E-mail: lhunziker@hertz.com
Media
Richard
Broome
Senior Vice President - Corporate Affairs & Communications
Tel: 201-307-2486
E-mail: rbroome@hertz.com
Steven Lipin / Jayne Rosefield
Brunswick Group
Tel: 212-333-3810
About Hertz Global Holdings, Inc.
Hertz is the largest worldwide airport general use car rental
brand, operating from approximately 8,800 corporate and licensee
locations in approximately 150 countries in North America, Europe, Latin
America, Asia, Australia, Africa, the Middle
East and New Zealand. Hertz
is the number one airport car rental brand in the U.S. and at 111
major airports in Europe. In
addition, the Company has sales and marketing centers in 60
countries which promote Hertz business both within and outside such
country. Product and service initiatives such as Hertz Gold Choice,
Hertz #1 Club Gold®, NeverLost® customized, onboard navigation
systems, Sirius XM Satellite Radio, and unique cars and SUVs
offered through the Company's Adrenaline, Prestige and Green
Traveler Collections, set Hertz apart from the competition. In
2008, the Company entered the global car sharing market with its
service now referred to as Hertz On Demand which rents cars by the
hour and/or by the day, at various locations in the U.S.,
Canada and Europe. Hertz also operates one of the world's
largest equipment rental businesses, Hertz Equipment Rental
Corporation, offering a diverse line of rental equipment, from
small tools and supplies to earthmoving equipment, as well as new
and used equipment for sale, to customers ranging from major
industrial companies to local contractors and consumers, from
approximately 340 branches in the United
States, Canada,
China, France, Spain
and Saudi Arabia, as well as
through its international licensees. Hertz also owns Donlen
Corporation, based in Northbrook,
Illinois, which is a leader in providing fleet leasing and
management services.
About Dollar Thrifty Automotive Group, Inc.
Through its Dollar Rent A Car and Thrifty Car Rental brands, the
Company has been serving value-conscious leisure and business
travelers since 1950. The Company maintains a strong presence
in domestic leisure travel in virtually all of the top U.S. and
Canadian airport markets, and also derives a significant portion of
its revenue from international travelers to the U.S. under
contracts with various international tour operators. Dollar
and Thrifty have approximately 280 corporate locations in
the United States and Canada, with approximately 5,800 employees
located mainly in North America. In addition to its corporate
operations, the Company maintains global service capabilities
through an expansive franchise network of approximately 1,300
franchise locations in 82 countries. For additional
information, visit www.dtag.com or the brand sites at
www.dollar.com and www.thrifty.com.
Cautionary Note Concerning Forward-Looking Statements
This communication contains "forward-looking statements".
Examples of forward-looking statements include information
concerning Hertz's outlook, anticipated revenues and results of
operations, as well as any other statement that does not directly
relate to any historical or current fact. These forward-looking
statements often include words such as "believe," "expect,"
"project," "anticipate," "intend," "plan," "estimate," "seek,"
"will," "may," "would," "should," "could," "forecasts" or similar
expressions. These statements are based on certain assumptions that
Hertz has made in light of its experience in the industry as well
as its perceptions of historical trends, current conditions,
expected future developments and other factors that Hertz believes
are appropriate in these circumstances. We believe these judgments
are reasonable, but you should understand that these statements are
not guarantees of performance or results, and our actual results
could differ materially from those expressed in the forward-looking
statements due to a variety of important factors, both positive and
negative.
Among other items, such factors could include: our ability
to consummate an acquisition of Dollar Thrifty; the risk that
expected synergies, operational efficiencies and cost savings from
a Dollar Thrifty acquisition may not be fully realized or realized
within the expected time frame; the risk that unexpected costs will
be incurred in connection with the proposed Dollar Thrifty
transaction; the retention of certain key employees of Dollar
Thrifty may be difficult; the operational and profitability impact
of divestitures required to be undertaken to secure regulatory
approval for an acquisition of Dollar Thrifty; levels of travel
demand, particularly with respect to airline passenger traffic in
the United States and in global
markets; significant changes in the competitive environment,
including as a result of industry consolidation, and the effect of
competition in our markets, including on our pricing policies or
use of incentives; occurrences that disrupt rental activity during
our peak periods; our ability to achieve cost savings and
efficiencies and realize opportunities to increase productivity and
profitability; an increase in our fleet costs as a result of an
increase in the cost of new vehicles and/or a decrease in the price
at which we dispose of used vehicles either in the used vehicle
market or under repurchase or guaranteed depreciation programs; our
ability to accurately estimate future levels of rental activity and
adjust the size of our fleet accordingly; our ability to maintain
sufficient liquidity and the availability to us of additional or
continued sources of financing for our revenue earning equipment
and to refinance our existing indebtedness; safety recalls by the
manufacturers of our vehicles and equipment; a major disruption in
our communication or centralized information networks; financial
instability of the manufacturers of our vehicles and equipment; any
impact on us from the actions of our licensees, franchisees,
dealers and independent contractors; our ability to maintain
profitability during adverse economic cycles and unfavorable
external events (including war, terrorist acts, natural disasters
and epidemic disease); shortages of fuel and increases or
volatility in fuel costs; our ability to successfully integrate
acquisitions and complete dispositions; our ability to maintain
favorable brand recognition; costs and risks associated with
litigation; risks related to our indebtedness, including our
substantial amount of debt and our ability to incur substantially
more debt and increases in interest rates or in our borrowing
margins; our ability to meet the financial and other covenants
contained in our senior credit facilities, our outstanding
unsecured senior notes and certain asset-backed and asset-based
funding arrangements; changes in accounting principles, or their
application or interpretation, and our ability to make accurate
estimates and the assumptions underlying the estimates, which could
have an effect on earnings; changes in the existing, or the
adoption of new laws, regulations, policies or other activities of
governments, agencies and similar organizations where such actions
may affect our operations, the cost thereof or applicable tax
rates; changes to our senior management team; the effect of
tangible and intangible asset impairment charges; the impact of our
derivative instruments, which can be affected by fluctuations in
interest rates and commodity prices; and our exposure to
fluctuations in foreign exchange rates. Additional information
concerning these and other factors can be found in our filings and
Dollar Thrifty's filings with the Securities and Exchange
Commission, including our and Dollar Thrifty's most recent Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K.
Hertz therefore cautions you against relying on these
forward-looking statements. All forward-looking statements
attributable to Hertz or persons acting on its behalf are expressly
qualified in their entirety by the foregoing cautionary statements.
All such statements speak only as of the date made, and Hertz
undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise.
SOURCE Hertz Global Holdings, Inc.