United Rentals, Inc. (NYSE: URI) (“United Rentals”) and RSC
Holdings Inc. (NYSE: RRR) (“RSC”) today announced that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”), relating to the previously
announced acquisition of RSC by United Rentals, expired at 11:59 PM
on January 20, 2012.
Expiration of the waiting period under the HSR Act satisfies one
of the conditions to the closing of the proposed transaction.
Completion of the proposed transaction remains subject to certain
other closing conditions, including, among others, expiration or
termination of the waiting period under the Canadian Competition
Act and receipt of a “no-action letter” from the Commissioner of
Competition indicating that the Commissioner does not intend to
oppose the proposed transaction.
On January 20, 2012, United Rentals and RSC received
supplementary information requests from the Canadian Competition
Bureau indicating that the Bureau requires additional information
in order to complete its review of the proposed transaction. The
issuance of the supplementary information request has the effect of
extending the waiting period under the Canadian Competition Act up
to 30 days after compliance with such request. United Rentals and
RSC both remain committed to working cooperatively with the
Canadian Competition Bureau as it conducts its review of the
proposed transaction.
United Rentals and RSC expect the transaction to close in the
first half of 2012.
About United Rentals
United Rentals, Inc. (“United Rentals”) is the largest equipment
rental company in the world, with an integrated network of 541
rental locations in 48 states and 10 Canadian provinces. The
company's approximately 7,500 employees serve construction and
industrial customers, utilities, municipalities, homeowners and
others. The company offers for rent approximately 2,900 classes of
equipment with a total original cost of $4.26 billion. United
Rentals is a member of the Standard & Poor's MidCap 400 Index
and the Russell 2000 Index® and is headquartered in Greenwich,
Conn. Additional information about United Rentals is available at
www.unitedrentals.com.
About RSC Holdings
RSC Holdings Inc. (NYSE: RRR) (“RSC Holdings”) based in
Scottsdale, Arizona, is the holding company for the operating
entity RSC Equipment Rental, Inc. (“RSC”), which is a premier
provider of rental equipment in North America, servicing the
industrial, maintenance and non-residential construction markets
with $2.7 billion of equipment at original cost. RSC offers
superior equipment availability, reliability and 24x7 service to
customers through an integrated network of 452 branch locations
across 42 states in the United States and three provinces in
Western Canada. Customer solutions to improve efficiency and reduce
cost include the proprietary Total Control® rental management
software, Mobile Tool Rooms™ and on-site rental locations. With
over 4,600 employees committed to safety and sustainability, RSC
delivers the best value and industry leading customer service. All
information is as of September 30, 2011. Additional information
about RSC is available at www.RSCrental.com.
Cautionary Statement Regarding Forward-Looking
Statements
This document contains “forward-looking” statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and in the Private Securities Litigation Reform Act of
1995, known as the PSLRA. These statements, as they relate to
United Rentals or RSC Holdings, the management of either such
company or the transaction, involve risks and uncertainties that
may cause results to differ materially from those set forth in the
statements. These statements are based on current plans, estimates
and projections, and, therefore, you should not place undue
reliance on them. No forward-looking statement can be guaranteed,
and actual results may differ materially from those projected.
United Rentals and RSC Holdings undertake no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise. Forward-looking statements
are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about the
business and future financial results of the equipment rental
industries, and other legal, regulatory and economic developments.
We use words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “will,” “should,” “could,”
“estimates,” “predicts,” “potential,” “continue,” “guidance” and
similar expressions to identify these forward-looking statements
that are intended to be covered by the safe harbor provisions of
the PSLRA. Actual results could differ materially from the results
contemplated by these forward-looking statements due to a number of
factors, including, but not limited to, those described in the
documents United Rentals and RSC Holdings have filed with the U.S.
Securities and Exchange Commission as well as the possibility that
(1) United Rentals and RSC Holdings may be unable to obtain
stockholder or regulatory approvals required for the proposed
transaction or may be required to accept conditions that could
reduce the anticipated benefits of the merger as a condition to
obtaining regulatory approvals; (2) the length of time necessary to
consummate the proposed transaction may be longer than anticipated;
(3) problems may arise in successfully integrating the businesses
of United Rentals and RSC Holdings; (4) the proposed transaction
may involve unexpected costs; (5) the businesses may suffer as a
result of uncertainty surrounding the proposed transaction; and (6)
the industry may be subject to future risks that are described in
the “Risk Factors” section of the Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed from time
to time with the Securities and Exchange Commission by United
Rentals and RSC Holdings. United Rentals and RSC Holdings give no
assurance that it will achieve its expectations and does not assume
any responsibility for the accuracy and completeness of the
forward-looking statements.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the businesses of United Rentals and RSC
Holdings described in the “Risk Factors” section of their
respective Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, the preliminary registration statement and joint proxy
statement/prospectus, and other documents filed from time to time
with the Securities and Exchange Commission (“SEC”). All
forward-looking statements included in this document are based upon
information available to United Rentals and RSC Holdings on the
date hereof; and United Rentals and RSC Holdings assumes no
obligations to update or revise any such forward-looking
statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release is for informational purposes only and is not
an offer to purchase nor a solicitation of an offer to sell
securities. The solicitation and the offer to purchase shares of
RSC Holdings common stock will be made pursuant to a registration
statement and joint proxy statement/prospectus forming a part
thereof filed with the SEC. A preliminary version of the
registration statement and joint proxy statement/prospectus was
filed with the SEC by United Rentals on January 17, 2012. The
preliminary version is not yet final and will be amended. Neither
this press release nor the preliminary registration statement and
joint proxy statement/prospectus filed with the SEC is a substitute
for the definitive version of the registration statement and joint
proxy statement/prospectus or any other documents that United
Rentals may file with the SEC or send to stockholders in connection
with the proposed transaction. BEFORE MAKING ANY VOTING DECISION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
VERSION OF REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS
AFTER IT HAS BEEN DECLARED EFFECTIVE AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
You can obtain a free copy of the preliminary joint proxy
statement/prospectus, the definitive version of the joint proxy
statement/prospectus (when available), and other filings containing
information about United Rentals and RSC Holdings, at the SEC’s
Internet site (http://www.sec.gov). You are also able to obtain
these documents, free of charge, in the Investor Relations portion
of the United Rentals website at http://www.ur.com/investor under
the heading “Investors” and then under “SEC Filings.” Copies of the
joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, free of charge, by directing a request to
Investor Relations at 203-618-7318.
Participants in Solicitation
United Rentals, RSC Holdings and their respective directors and
executive officers and certain members of management and employees
may be deemed to be participants in the solicitation of proxies
from the stockholders of United Rentals and RSC Holdings in
connection with the proposed transaction. Information about the
directors and executive officers of United Rentals and their
ownership of United Rentals common stock is set forth in the proxy
statement for the United Rentals 2011 annual meeting of
stockholders, as filed with the SEC on Schedule 14A on March 31,
2011. Information about the directors and executive officers of RSC
Holdings and their ownership of RSC Holdings common stock is set
forth in the proxy statement for the RSC Holdings’ 2011 annual
meeting of stockholders, as filed with the SEC on Schedule 14A on
March 16, 2011. Additional information regarding the interests of
those persons and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction. You may
obtain free copies of this document as described in the preceding
paragraph.
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