Hertz, DTAG Revamp Merger Deal
On Sunday, Hertz and Dollar Thrifty Automotive Group announced a decision to amend their merger agreement to increase the purchase price per share. Moreover, Hertz announced it has begun divesting Advantage Rent-a-Car to speed along antitrust clearance.
Due to the revised offer, the special meeting of DTAG shareholders has been postponed from Sept. 16 to Sept. 30 to give shareholders time to consider the revised terms. The shareholders had been expected to vote on the original Hertz offer Sept. 16.
On Sunday, the companies jointly announced an agreement to amend their merger to provide for Hertz to acquire DTAG for an increased purchase price of $50 per share, valued at the Friday, Sept. 10 closing price of Hertz stock of $10.05, which consists of $43.60 in cash (including about $6.87 per share to be paid by Dollar Thrifty as a special cash dividend immediately prior to the transaction closing) and 0.6366 of a share of Hertz common stock.
According to company officials, the revised price represents an increase of $10.80 per share in cash consideration to be paid to DTAG shareholders. Meanwhile, the other key provisions of the original merger agreement remain unchanged, including a $44.6 million reverse termination fee payable to DTAG if required antitrust clearance is not obtained.
Further details regarding the revised terms, as well as the place and time of the special meeting of DTAG shareholders will be offered to DTAG shareholders in the near future, officials highlighted.
Discussing the revised agreement, Mark Fissora, Hertz's chairman and chief executive officer, as well as Thomas Capo, Dollar Thrifty's chairman of the board, said, "We are pleased to reach an agreement that reflects the significant improvement in Dollar Thrifty's operating performance since the initial merger agreement was executed on April 25, 2010, and is further supported by Hertz's divestiture commitment to assure timely competition of the transaction.
"We believe a combination of our companies is in the best interest of our respective stakeholders. Our companies will work together to secure a favorable shareholder vote as soon as possible and to ensure a smooth transition for our organizations after deal closure," the executives explained.
Meanwhile, Fissora added, "We have begun the process of divesting Advantage Rent-A-Car, and we already have received interest from several unsolicited parties. It is clear to us that bran divestiture will be required to complete the transaction involving Dollar Thrifty that satisfies regulators' concerns. Such an outcome was contemplated in our initial merger agreement, and is carried forward in the revised agreement. Divesting Advantage will increase deal certainty, which has always been a critical element in any transaction involving Dollar Thrifty."
Hertz concluded by announcing that its Investor Day, previously scheduled for Sept. 30, will be rescheduled for a later date.
Avis Budget Group Revised Offer Earlier This Month
The new agreement from Hertz and DTAG Group comes about a week after Avis Budget Group submitted a revised offer for DTAG.
The company is also apparently ready to sign an agreement with Dollar Thrifty within five days after the shareholders gathering should investors decide against Hertz's offer.
Looking at the enhanced offer from Avis in detail, Avis boosted the cash portion to $40.75 per share, versus $39.35 per share previously. Included in that would be proceeds generated by a pre-closing special dividend that Dollar Thrifty would pay. This latter part was already included in the original proposal.
So with an offering of $40.75 per share in cash and 0.6543 shares of Avis stock, the company claims the premium on its offer compared to what Hertz originally offered.
Avis went on to emphasize how it is "fully committed to completing the acquisition of Dollar Thrifty," citing the time, money and resources it has pumped into its quest to merge with Dollar Thrifty, even without having a signed deal from Dollar Thrifty.
"Avis Budget has been cooperating with antitrust authorities, and has submitted over a million pages of documents and vast quantities of data to the FTC in response to the FTC's Second Request with the intention of completing its response very shortly," officials stressed earlier this month.
Wrapping up the statement, Avis had emphasized it was "ready to deliver on" its new offer.
"Moreover, we will increase our offer to Dollar Thrifty shareholders by the amount of any reduction in the Dollar Thrifty break-up fee payable or paid to Hertz," officials noted.
"Our message is clear: We are confident that the Dollar Thrifty shareholders will prefer the premium Avis Budget offer to the Hertz offer," the company concluded.