Terminix Global Holdings, Inc. (NYSE: TMX) (“Terminix” or the “Company”), a leading provider of essential termite
and pest management services to residential and commercial
customers, today announced that its shareholders have voted at a
special meeting of shareholders held today to adopt and approve the
previously announced agreement for Terminix to be acquired by
Rentokil Initial plc (“Rentokil
Initial”).
Brett T. Ponton, Chief Executive Officer of Terminix, said: “We
are pleased that our shareholders overwhelmingly supported the
recommendation of our Board and affirmed our merger with Rentokil.
I want to thank the dedicated Terminix teammates who delivered
strong performance and excellent customer service while
simultaneously planning for integration. We now turn our attention
towards executing our robust integration plans and creating
additional value for our stakeholders.”
The acquisition is expected to close on October 12, 2022,
subject to satisfaction of customary closing conditions.
About Terminix
Terminix 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 Transaction And Where To
Find It
In connection with the acquisition of Terminix by Rentokil
Initial (such acquisition, the “Transaction”), Rentokil Initial has filed with the
U.S. Securities & Exchange Commission (the “SEC”) a registration statement on Form F-4 (the
“Registration Statement”), which
includes a proxy statement of Terminix that also constitutes a
prospectus of Rentokil Initial (the “proxy
statement/prospectus”). The SEC declared the Registration
Statement effective on September 7, 2022. On September 7, 2022,
Terminix filed its definitive proxy statement (the “Definitive Proxy Statement”) with the SEC in
connection with the Transaction. Each of Rentokil Initial and
Terminix have filed and may file other relevant documents in
connection with the Transaction. The Definitive Proxy Statement was
first sent to the shareholders of Terminix on September 8, 2022.
Rentokil Initial has also filed a shareholder proxy circular in
connection with the Transaction with applicable securities
regulators in the United Kingdom and the shareholder proxy circular
was first sent to Rentokil Initial’s shareholders on or about
September 8, 2022. This communication is not a substitute for any
registration statement, proxy statement/prospectus or other
documents Rentokil Initial and/or Terminix filed or may file with
the SEC in connection with the Transaction. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND
SHAREHOLDERS OF TERMINIX AND RENTOKIL INITIAL ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT 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 TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL INITIAL, THE
TRANSACTION AND RELATED MATTERS. The Registration Statement and
Definitive Proxy Statement are, and the other documents filed by
Rentokil Initial 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 are able to obtain free copies
of the Definitive Proxy Statement 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 are
able to obtain free copies of the Registration Statement,
Definitive Proxy Statement, shareholder proxy circular and other
documents filed with the SEC and applicable securities regulators
in the United Kingdom by Rentokil Initial online at
https://www.rentokil-initial.com, upon written request delivered to
Rentokil Initial at Compass House, Manor Royal, Crawley, West
Sussex, RH10 9PY, England, Attention: Peter Russell, or by calling
Rentokil Initial by telephone at +44 (0) 7811 270734 or by email at
investor@rentokil-initial.com. The information included on, or
accessible through, Rentokil Initial’s or Terminix’s website is not
incorporated by reference into this communication. This
communication 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.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies in
connection with the Transaction. However, under SEC rules,
Terminix, Rentokil Initial, 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 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 Initial’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 Initial’s or Terminix’s website is not
incorporated by reference into this communication. 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
Transaction is included in the Definitive Proxy Statement and
shareholder proxy circular and other relevant materials filed with
the SEC and applicable securities regulators in the United
Kingdom.
Information Regarding Forward-Looking Statements
This communication 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 Transaction may not be
satisfied; the occurrence of any event that can give rise to
termination of the Transaction; Rentokil Initial is unable to
achieve the synergies and value creation contemplated by the
Transaction; Rentokil Initial is unable to promptly and effectively
integrate Terminix’s businesses; management’s time and attention is
diverted on Transaction related issues; disruption from the
Transaction makes it more difficult to maintain business,
contractual and operational relationships; the credit ratings of
Rentokil Initial decline following the Transaction; legal
proceedings are instituted against Terminix or Rentokil Initial;
Terminix or Rentokil Initial is unable to retain or hire key
personnel; the announcement or the consummation of the proposed
Transaction has a negative effect on the market price of the
capital stock of Terminix or Rentokil Initial or on Terminix’s or
Rentokil Initial’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 Initial 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 Transaction will harm Rentokil Initial’s or
Terminix’s business, including current plans and operations;
certain restrictions during the pendency of the Transaction that
may impact Rentokil Initial’s or Terminix’s ability to pursue
certain business opportunities or strategic transactions; Rentokil
Initial’s or Terminix’s ability to meet expectations regarding the
accounting and tax treatments of the Transaction; the risks and
uncertainties discussed in the “Risks and Uncertainties” section in
Rentokil Initial’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 Initial’s website is not
incorporated by reference into this communication); 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 Transaction, are more fully discussed in the
Definitive Proxy Statement and shareholder proxy circular. While
the list of factors presented here is, and the list of factors
presented in the Definitive Proxy Statement and shareholder proxy
circular is, 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 communication. Except as required by
law, neither Rentokil Initial nor Terminix assumes any obligation
to update or revise the information contained herein, which speaks
only as of the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221005005849/en/
Investor Relations: Jesse Jenkins 901.597.8259
Jesse.Jenkins@terminix.com
Media: James Robinson 901.597.7521
James.Robinson@terminix.com
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