Terminix Global Holdings, Inc. (NYSE: TMX), a leading provider
of essential termite and pest management services to residential
and commercial customers, today announced it has completed the
divestment of its pest management businesses in the U.K. and Norway
(the “divestment”).
The businesses were acquired by Norvestor VIII SCSp, a fund
managed by Nordic mid-market private equity firm Norvestor
Advisory. Terminix expects to record a loss on the sale of these
assets in the period ending June 30, 2022. Together, the two
businesses were expected to generate approximately $60 million in
revenue and less than $10 million in Adjusted EBITDA for the full
year 2022.
Completion of the divestment and the previously announced
completion of the antitrust review process in the U.S. satisfy two
of the closing conditions to the Company’s pending merger with
Rentokil Initial plc. Remaining conditions to be satisfied include
approval by the Company’s and Rentokil’s shareholders, and the
registration of Rentokil’s American Depositary Shares with the U.S.
Securities and Exchange Commission and their listing on the New
York Stock Exchange. Both parties continue to make good progress on
satisfying these remaining conditions and the transaction remains
on track for completion in the second half of 2022, with a targeted
closing by the end of the third quarter.
About Terminix
Terminix Global Holdings (NYSE: TMX) is a leading provider of
residential and commercial pest control. The Company provides pest
management services and protection against termites, mosquitoes,
rodents and other pests. Headquartered in Memphis, Tenn., with more
than 11,500 teammates and 2.9 million customers in 24 countries and
territories, the Company visits more than 50,000 homes and
businesses every day. To learn more about Terminix, visit
Terminix.com, or
LinkedIn.com/company/terminix.
Additional Information About The Proposed Transaction And
Where To Find It
In connection with the proposed transaction between Rentokil
Initial plc (“Rentokil”) and Terminix Global Holdings, Inc.
(“Terminix”), Rentokil will file with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form
F-4, which will include a proxy statement of Terminix that also
constitutes a prospectus of Rentokil. Each of Rentokil and Terminix
will also file other relevant documents in connection with the
proposed transaction. The definitive proxy statement/prospectus
will be sent to the shareholders of Terminix. Rentokil will also
file a shareholder proxy circular in connection with the proposed
transaction with applicable securities regulators in the United
Kingdom and the shareholder proxy circular will be sent to
Rentokil’s shareholders. This press release is not a substitute for
any registration statement, proxy statement/prospectus or other
documents Rentokil and/or Terminix may file with the SEC in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS
OF TERMINIX AND RENTOKIL ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROXY STATEMENT/PROSPECTUS AND SHAREHOLDER PROXY
CIRCULAR, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES
REGULATORS IN THE UNITED KINGDOM, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED
TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL, THE
PROPOSED TRANSACTION AND RELATED MATTERS. The registration
statement and proxy statement/prospectus and other documents filed
by Rentokil and Terminix with the SEC, when filed, will be
available free of charge at the SEC’s website at www.sec.gov. In
addition, investors and shareholders will be able to obtain free
copies of the proxy statement/prospectus and other documents filed
with the SEC by Terminix online at investors.terminix.com, upon
written request delivered to Terminix at 150 Peabody Pl., Memphis,
TN 38103, USA, Attention: Corporate Secretary, or by calling
Terminix’s Corporate Secretary’s Office by telephone at +1
901-597-1400 or by email at deidre.richardson@terminix.com, and
will be able to obtain free copies of the registration statement,
proxy statement/prospectus, shareholder proxy circular and other
documents which will be filed with the SEC and applicable
securities regulators in the United Kingdom by Rentokil online at
https://www.rentokil-initial.com, upon written request delivered to
Rentokil at Compass House, Manor Royal, Crawley, West Sussex, RH10
9PY, England, Attention: Peter Russell, or by calling Rentokil by
telephone at +44 (0) 7811 270734 or by email at
investor@rentokil-initial.com.
This press release is for informational purposes only and is not
intended to, and shall not, constitute an offer to sell or buy or
the solicitation of an offer to sell or buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
appropriate registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended. The information
included on, or accessible through, Rentokil’s or Terminix’s
website is not incorporated by reference into this press
release.
Participants in the Solicitation of Proxies
This press release is not a solicitation of proxies in
connection with the proposed transaction. However, under SEC rules,
Terminix, Rentokil, and certain of their respective directors,
executive officers and other members of the management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
about Terminix’s directors and executive officers may be found on
its website at
corporate.terminix.com/responsibility/corporate-governance and in
its 2021 Annual Report on Form 10-K filed with the SEC on March 1,
2022, available at investors.terminix.com and www.sec.gov.
Information about Rentokil’s directors and executive officers may
be found on its website at https://www.rentokil-initial.com and in
its 2021 Annual Report filed with applicable securities regulators
in the United Kingdom on March 30, 2022, available on its website
at https://www.rentokil-initial.com. The information included on,
or accessible through, Rentokil’s or Terminix’s website is not
incorporated by reference into this press release. These documents
can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of such potential
participants in the solicitation of proxies in connection with the
proposed transaction will be included in the proxy
statement/prospectus and shareholder proxy circular and other
relevant materials filed with the SEC and applicable securities
regulators in the United Kingdom when they become available.
Information Regarding Forward-Looking Statements
This press release contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can sometimes be identified by the use
of forward-looking terms such as “believes,” “expects,” “may,”
“will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,”
“aims,” “projects,” “predicts,” “is optimistic,” “intends,”
“plans,” “estimates,” “targets,” “anticipates,” “continues” or
other comparable terms or negatives of these terms, but not all
forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be
achieved and therefore, actual results may differ materially from
any plans, estimates or expectations in such forward-looking
statements. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include: a condition to the closing of the proposed transaction may
not be satisfied; the occurrence of any event that can give rise to
termination of the proposed transaction; Rentokil is unable to
achieve the synergies and value creation contemplated by the
proposed transaction; Rentokil is unable to promptly and
effectively integrate Terminix’s businesses; management’s time and
attention is diverted on transaction related issues; disruption
from the proposed transaction makes it more difficult to maintain
business, contractual and operational relationships; the credit
ratings of Rentokil declines following the proposed transaction;
legal proceedings are instituted against Terminix or Rentokil;
Terminix or Rentokil is unable to retain or hire key personnel; the
announcement or the consummation of the proposed acquisition has a
negative effect on the market price of the capital stock of
Terminix or Rentokil or on Terminix’s or Rentokil’s operating
results; evolving legal, regulatory and tax regimes; changes in
economic, financial, political and regulatory conditions, in the
United Kingdom, the United States and elsewhere, and other factors
that contribute to uncertainty and volatility, natural and man-made
disasters, civil unrest, pandemics (e.g., the coronavirus
(COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical
uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or
subsequent U.S. or U.K. administration; the ability of Rentokil or
Terminix to successfully recover from a disaster or other business
continuity problem due to a hurricane, flood, earthquake, terrorist
attack, war, conflict, pandemic, security breach, cyber-attack,
power loss, telecommunications failure or other natural or man-made
event, including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public
health crises, such as pandemics (including the COVID-19 pandemic)
and epidemics and any related company or governmental policies and
actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of
national or global economies and markets, including any quarantine,
“shelter in place,” “stay at home,” workforce reduction, social
distancing, shut down or similar actions and policies; actions by
third parties, including government agencies; the risk that
disruptions from the proposed transaction will harm Rentokil’s or
Terminix’s business, including current plans and operations;
certain restrictions during the pendency of the acquisition that
may impact Rentokil’s or Terminix’s ability to pursue certain
business opportunities or strategic transactions; Rentokil’s or
Terminix’s ability to meet expectations regarding the accounting
and tax treatments of the proposed transaction; the risks and
uncertainties discussed in the “Risks and Uncertainties” section in
Rentokil’s reports available on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its
website at https://www.rentokil-initial.com (information included
on or accessible through Rentokil’s website is not incorporated by
reference into this press release); and the risks and uncertainties
discussed in the “Risk Factors” and “Information Regarding
Forward-Looking Statements” sections in Terminix’s reports filed
with the SEC. These risks, as well as other risks associated with
the proposed transaction, will be more fully discussed in the proxy
statement/prospectus and shareholder proxy circular. While the list
of factors presented here is, and the list of factors to be
presented in proxy statement/prospectus and shareholder proxy
circular will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. We
caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes,
including, without limitation, our actual results of operations,
financial condition and liquidity, and the development of new
markets or market segments in which we operate, may differ
materially from those made in or suggested by the forward-looking
statements contained in this press release. Except as required by
law, neither Rentokil nor Terminix assumes any obligation to update
or revise the information contained herein, which speaks only as of
the date hereof.
Non-GAAP Financial Measures
This press release contains certain non-GAAP financial measures.
Non-GAAP measures should not be considered as an alternative to
GAAP financial measures. Non-GAAP measures may not be calculated
like or comparable to similarly titled measures of other companies.
Adjusted EBITDA, Adjusted Net Income, Adjusted earnings per share,
free cash flow, free cash flow to Adjusted EBITDA conversion rate
and organic revenue growth are not measurements of the Company’s
financial performance under GAAP and should not be considered as an
alternative to net income, net cash provided by operating
activities from continuing operations, net earnings from
discontinued operations or any other performance or liquidity
measures derived in accordance with GAAP. Management uses these
non-GAAP financial measures to facilitate operating performance and
liquidity comparisons, as applicable, from period to period. We
believe these non-GAAP financial measures are useful for investors,
analysts and other interested parties as they facilitate
company-to-company operating performance and liquidity comparisons,
as applicable, by excluding potential differences caused by
variations in capital structures, taxation, the age and book
depreciation of facilities and equipment, restructuring initiatives
and equity-based, long-term incentive plans.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220601005819/en/
Investor Relations: Jesse Jenkins 901.597.8259
Jesse.Jenkins@terminix.com
Media: James Robinson 901.597.7521
James.Robinson@terminix.com
Terminix Global (NYSE:TMX)
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