Avis Officially Ends Bid to Acquire Dollar Thrifty
Avis Budget Group confirmed Wednesday in its latest filings with the Securities and Exchange Commission that it will no longer pursue a $1.5 billion acquisition of Dollar Thrifty Automotive Group.
As to the reason why, Avis officials stated, “We have made significant progress toward obtaining U.S. regulatory clearance for the acquisition of DTAG, and we believe that such regulatory clearance could be obtained.
“Nonetheless, we have decided not to pursue a transaction at this time in light of current market conditions,” they continued in their form 8-K to the SEC.
Avis and Hertz Global Holdings have been in dialogue for more than a year with Dollar Thrifty.
Last September, Avis announced an offer to purchase DTAG for a combination of $45.79 in cash — which would include the proceeds of a pre-closing special dividend to be paid by Dollar Thrifty — and 0.6543 shares of Avis common stock per Dollar Thrifty share, or approximately $1.5 billion in aggregate. The figure was based on the price of Avis common stock at the close of trading on the New York Stock Exchange on Oct. 6, 2010.
“We and Dollar Thrifty agreed to cooperate with respect to our efforts to pursue antitrust clearance,” Avis reiterated.
“Since our September 2010 offer, Hertz launched an exchange offer to purchase Dollar Thrifty for a combination of cash and stock for $72.00 per share,” Avis continued in a reference to Hertz’s closing stock price on May 6.
As reported by Auto Remarketing, Dollar Thrifty sent a letter to both Avis and Hertz on Aug. 21 to solicit best and final definitive proposals regarding a potential business combination.
“On Sept. 7, Dollar Thrifty distributed a letter to us and Hertz specifying the timing and procedures for submitting final written offers for an acquisition of Dollar Thrifty by Oct. 10,” Avis added.
And late last week, Hertz again announced it extended the expiration date of its exchange offer for all outstanding shares of Dollar Thrifty. The offer is for $57.60 in cash and 0.8546 shares of Hertz common stock.
Hertz indicated the exchange offer and withdrawal rights are now scheduled to expire at midnight ET on Nov. 1, unless further extended. The exchange offer was previously scheduled to expire at midnight last Friday.
“Except for the extension of the exchange offer expiration date, all other terms and conditions of the exchange offer remain unchanged,” Hertz officials reiterated.
“Hertz continues to pursue its immediate goal of obtaining FTC clearance for the proposed transaction with Dollar Thrifty,” they continued.
Wednesday afternoon, Hertz spokesman Richard Broome reiterated to Auto Remarketing what he told Bloomberg earlier in the day — that Avis’s decision “changes nothing” in regard to Hertz’s attempt to acquire Avis.
"Hertz continues to pursue an FTC consent decree so we can proceed with an acquisition of Dollar Thrifty. We will have no further public comment until we secure government approval," Broome wrote in an email message to Auto Remarketing.
The Bloomberg report also included comments from the investment community about Wednesday’s announcement.
“Avis was in there not as a spoiler but as support to make sure that Hertz didn’t try to get Dollar Thrifty too cheaply,” Bill Kavaler, senior special situations analyst at Oscar Gruss & Son Inc. in New York, surmised.
“Hertz’s acquisition of Dollar Thrifty is not in the bag. They still need to negotiate with the Dollar Thrifty board,” Kavaler added.