On March 2, 2021, the URI representative and Mr. Miller discussed the terms of a possible non-binding proposal and timeline for URI to acquire the Company, as well as a proposed purchase price. Later on March 2, 2021, URI submitted a non-binding proposal to
acquire the Company for a purchase price in the range of $19 to $20 per Share, subject to the satisfactory completion of due diligence and the negotiation of a mutually satisfactory merger agreement.
On March 2, 2021, the Board met to consider the $18 per Share private equity sponsor proposal, the $16.50 per Share strategic bidder proposal and the URI
$19 to $20 per Share proposal. Representatives of the Companys senior management and representatives of Morrison & Foerster LLP, the Companys outside legal counsel (Morrison & Foerster), were present during
a portion of the meeting. The Board discussed, among other things, their initial views on the proposals, including the price offered relative to the Companys market valuation and recent trading history. The Board authorized management to
reject the strategic bidders proposal and to further explore the transactions with the private equity sponsor and URI.
On March 3, 2021, the
URI representative and Mr. Miller spoke by phone to clarify the points in the URI March 2, 2021 proposal and scheduled a further call for March 5, 2021.
On March 5, 2021, the Companys senior management held a phone call with a URI representative regarding the Companys operating results,
industry trends and the structure of a possible URI acquisition of the Company.
The URI representative and Mr. Miller spoke by phone on
March 8, 2021 to discuss the requirements of a virtual data room and completion of the next phase of URIs due diligence investigation that would be necessary before URI could submit a revised proposal to acquire the Company. The URI
representative and Mr. Miller also scheduled a March 10 call in which the Companys senior management would meet with URI senior management.
On March 9, 2021, the URI representative and Mr. Miller discussed the URI March 2, 2021 proposal.
On March 10, 2021, a conference call was held among the senior management teams of the Company and URI to introduce the management teams to each other
and discuss the Companys business.
On March 11, 2021, Company and URI representatives discussed by phone a possible URI acquisition of only
the Companys North America operations and the purchase by URI of the entire Company.
On March 12, 2021, Company and URI representatives held a
phone call and continued to discuss the possible URI acquisition of the entire Company and the Companys North America operations.
Following the
Companys request for URI to increase the price to acquire the Company, URI presented a non-binding written proposal on March 12, 2021 to acquire the Company that included the price of $18.00 per
Share, subject to customary closing conditions that included the results of a due diligence investigation satisfactory to URI and a mutually acceptable merger agreement.
After Mr. Miller advised URI senior management on March 12, 2021 that $18.00 per Share was not sufficient, URI and Company senior management
discussed alternative transaction structures that might provide more value to the Company stockholders. Later on March 12, 2021, URI presented a revised non-binding written proposal to acquire the
Companys North American business for between $760,000,000 and $775,000,000.
On March 14, 2021, URI and Company senior management,
representatives of Sullivan & Cromwell LLP (S&C), outside legal counsel for URI, and Morrison & Foerster discussed potential transaction structures via conference call, including the possible sale of the
Companys North America business.
Later on March 14, 2021, the Board met with senior management and a representative of Morrison &
Foerster to consider the URI March 12, 2021 proposal to acquire the Company for a price of $18 per Share, a proposal from
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