The offer represents:
a 26% premium and 18% premium to Dollar Thrifty’s 90-day and 60-day average share price, respectively;
a 7.6x multiple of Dollar Thrifty’s LTM EBITDA for the period ended March 31, 2011; and
a 24% premium to the value of the entirely hypothetical price announced by Avis Budget Group, Inc. (“Avis Budget”) over seven months ago,
based on the closing stock prices for Hertz and Avis Budget on May 6, 2011. These are substantial premiums, especially after taking into account the significant takeover speculation premium already included in Dollar Thrifty’s current stock price.
The Hertz proposal offers immediate and superior value as well as deal certainty to Dollar Thrifty shareholders. Moreover, it is a firm offer in contrast to the entirely hypothetical Avis Budget transaction.
Hertz’s offer is not subject to any financing condition or contingency.
The combination of Hertz and Dollar Thrifty would create a global, multi-brand rental car leader offering customers a full range of rental options through its market leading brands.
Commenting on the offer, Hertz Chairman and Chief Executive Officer, Mark P. Frissora said: “We believe that the acquisition of Dollar Thrifty by Hertz would be in the best interests of both companies’ shareholders and of rental car consumers, and that it will accelerate Hertz’s growth opportunities by leveraging the combined brand portfolio and unparalleled value and service reputations of both companies. To this end, we have today made a superior bid. We are seeking a consensual business combination with Dollar Thrifty, and are proceeding on an accelerated timetable in order to provide immediate and certain value to Dollar Thrifty shareholders.”
Commensurate with Hertz’s desire to expeditiously close this transaction, Hertz is engaged in discussions with the FTC and has commenced a process for the divestiture of its Advantage brand. Hertz is highly confident that it will obtain FTC clearance for its acquisition of Dollar Thrifty and is committed to a fast path forward.
Mr. Frissora added, “We have always known that antitrust considerations would be pivotal in any transaction with Dollar Thrifty, and that a combination of Avis Budget and Dollar Thrifty would face serious antitrust obstacles. Avis Budget has been unable to produce a viable antitrust remedy, despite an entire year of discussions with the FTC with no end in sight. In contrast, we are confident we can deliver a compelling proposal to the FTC centered around the divestiture of our Advantage brand, and are committed to working proactively to move through this process as quickly as possible.”
Barclays Capital, Lazard, Bank of America Merrill Lynch and Deutsche Bank Securities are acting as financial advisors to Hertz. Barclays Capital will serve as the dealer manager for the exchange offer. Cravath, Swaine & Moore LLP, Debevoise & Plimpton LLP and Jones Day are acting as legal advisors to Hertz. William Blair & Company is acting as a financial advisor to Hertz in connection with the sale of its Advantage brand.