Hertz Obtains FTC Clearance For Dollar Thrifty Acquisition
PARK RIDGE, N.J., Nov. 15, 2012
PARK RIDGE, N.J., Nov.15, 2012 /PRNewswire/ --Hertz Global Holdings, Inc.
(NYSE: HTZ) today announced that it has reached an agreement with the U.S.
Federal Trade Commission (FTC) allowing Hertz to complete its acquisition of
Dollar Thrifty Automotive Group, Inc. (NYSE: DTG). Under the terms of the
proposed consent order that was approved by the FTC for public comment, Hertz
is required to divest its Advantage business, selected airport concessions and
certain other assets following the closing of the acquisition.
"We have reached a compelling agreement with the FTC and are pleased to
finally move forward as one company," said Hertz Chairman and Chief Executive
Officer, Mark P. Frissora. "We have always believed that a combination with
Dollar Thrifty is the best strategic option for both companies, and we look
forward to becoming a stronger global competitive player in the industry. We
are confident that the employees, customers and shareholders of both companies
will benefit from the value this combination will create."
The combination of Hertz and Dollar Thrifty will create a global, multi-brand
rental car leader offering customers a full range of rental options through
its strong premium and value brands. Hertz will provide Dollar Thrifty with
the resources to expand its value leisure focused brands in key car rental
markets around the world, while Dollar Thrifty will provide Hertz instant
scale with two new, well-established brands with airport concession
infrastructure in the mid-tier value segment.
As previously announced, Hertz has reached an agreement to sell certain
assets, to Adreca Holdings Corp. ("Adreca"), a subsidiary of Macquarie Capital
which is operated by Franchise Services of North America Inc., an experienced
operator of car rental brands, including U-Save Car & Truck Rental®,
Rent-a-Wreck of Canada, Practicar and Xpress Rent A Car. Hertz has also
agreed to use its commercially reasonable efforts to ensure that Adreca at 13
locations and either Adreca or another third party at an additional 13
locations, has the right to an on-airport operation. Hertz hopes to be able
to continue operating both the Dollar and Thrifty brands on airport at a
number of these airports.
Approval of the proposed consent order effectively completes the review of the
transaction by the FTC. The closing of the previously announced cash tender
offer to purchase all outstanding shares of common stock of Dollar Thrifty for
$87.50 per share is also subject to customary terms and conditions, including
the acquisition by Hertz of a majority of the outstanding shares of Dollar
Thrifty common stock on a fully diluted basis. The tender offer is scheduled
to expire at 5:00 p.m., New York City time, on November 16, 2012, unless
further extended in accordance with the merger agreement and the applicable
rules and regulations of the U.S. Securities and Exchange Commission (SEC).
The tender offer statement and related materials have been filed with the SEC.
Dollar Thrifty stockholders who need additional copies of the tender offer
statement and related materials or who have questions regarding the offer
should contact Innisfree M&A Incorporated, the Information Agent for the
offer, toll-free at (877)456-3507.
Hertz Contact information:
Staff Vice President - Investor Relations
Innisfree M&A Incorporated
Jennifer Shotwell / Scott Winter
Senior Vice President - Corporate Affairs & Communications
Steven Lipin / Jayne Rosefield
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.
On September 10, 2012, Hertz filed with the United States Securities and
Exchange Commission (the "SEC") a tender offer statement on Schedule TO and
Dollar Thrifty filed with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 ("Schedule 14D-9") regarding the tender offer described
herein. Investors and security holders of Dollar Thrifty are strongly advised
to read the tender offer statement (as updated and amended) filed by Hertz and
the Schedule 14D-9 (as updated and amended) filed by Dollar Thrifty with the
SEC, because each contains important information that Dollar Thrifty's
stockholders should consider before tendering their shares. The tender offer
statement and other documents filed by Hertz with the SEC are available for
free at the SEC's web site (http://www.sec.gov). Copies of Hertz's filings
with the SEC may be obtained at the SEC's web site (http://www.sec.gov) or by
directing a request to Hertz at (201) 307-2100. Copies of Dollar Thrifty's
filings with the SEC are available free of charge on Dollar Thrifty's website
at www.dtag.comor by contacting Dollar Thrifty's Investor Relations
Department at 918-669-2236.
SOURCE Hertz Global Holdings, Inc.
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