TIDMRTO
RNS Number : 7515E
Rentokil Initial PLC
15 March 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND THE PERSON
RESPONSIBLE FOR MAKING THIS ANNOUNCEMENT IS DARAGH FAGAN, GENERAL
GROUP COUNSEL AND COMPANY SECRETARY, RENTOKIL INITIAL PLC.
Rentokil Initial plc
15 March 2022
Update on the acquisition of Terminix Global Holdings, Inc:
Hart-Scott-Rodino waiting period expires
With respect to the definitive agreement (the "Agreement") under
which Rentokil Initial plc (the "Company") will acquire Terminix
Global Holdings, Inc ("Terminix") for stock and cash (the
"Combination" or the "Transaction"), announced on 14 December 2021,
the Company and Terminix today announce that with effect from the
close of business on 14 March 2022, the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has
now expired, thereby completing the necessary antitrust process in
the US and satisfying one of the principal conditions to completion
of the Transaction.
The Transaction will bring together two complementary businesses
(the "Combined Group") to create the global leader in pest control
and hygiene & wellbeing, and the leader in the pest control
business in North America, the world's largest pest control market.
The Transaction will combine two leading brands with a long
cultural heritage, outstanding talent and strong focus on people,
customers and ESG. Upon completion, the Combined Group will have
c.56,000 colleagues serving c.4.9m customers around the world from
790 locations. The enlarged business will have a strong platform
for growth, particularly in North America, and an attractive
financial profile to support future growth, including through
acquisitions and continued investment in innovation and technology.
For the year ended 31 December 2021, the Combined Group's
illustrative revenue would have amounted to US$6.0bn [1]
(GBP4.5bn), with EBITDA of US$1.3bn (GBP1.0bn) and Free Cash Flow
of US$0.7bn (GBP0.5bn).
The Combination is expected to create significant value, enhance
long-term growth potential, be highly cash generative and present a
compelling industrial logic, supported by:
-- increased scale and leadership in the global pest control market;
-- substantially increased scale in North America, providing an
enlarged platform for profitable growth;
-- a complementary and synergistic portfolio combination; and
-- an attractive financial profile.
A number of other conditions to the Agreement remain to be
satisfied and these are being actively progressed by the Company
and Terminix. Those conditions include, inter alia, obtaining the
approval by the Company's and Terminix's shareholders of the
Combination, and for the registration of the Company ADSs and their
listing on the New York Stock Exchange.
The Company is pleased with the progress being made in order to
satisfy the remaining conditions, and the parties are now
targetting the Combination closing towards the end of the third
quarter of 2022. In order to provide additional certainty for the
parties regarding the timing of the necessary steps to completion,
including allowing sufficient time for the SEC and FCA to review
and approve the necessary documentation for submission to
shareholders and registration of the Company ADSs, the Company and
Terminix have amended the End Date (as defined in the Agreement)
from 13 September 2022 to 31 December 2022. Accordingly, the
parties remain on track for closing to take place within H2
2022.
Enquiries:
Rentokil Initial
Investors / Analysts: Katharine Rycroft plc +44 (0)7811 270734
Rentokil Initial
Malcolm Padley plc +44 (0)7788 978199
Media: Richard Mountain FTI Consulting +44 (0)7909 684466
About Rentokil Initial:
Founded in 1925, Rentokil Initial is a leader in the pest
control and hygiene & wellbeing service industry. The Company
has c.46,000 employees, and over 1,800 local service teams across
the world covering around 90% of global GDP in over 90 of the
world's 100 largest cities across the US, Europe, UK, Asia, Pacific
and Rest of World. It operates in 88 countries. The Company's
business model is focused on compounding revenue, profit and cash
growth through a combination of organic growth and M&A.
About Terminix:
Terminix Global Holdings (NYSE: TMX) is a leading provider of
residential and commercial pest management. The Company provides
pest management services and protection against termites,
mosquitoes, rodents and other pests. Headquartered in Memphis,
Tenn., with more than 11,700 teammates and 2.9 million customers,
the Company visits more than 50,000 homes and businesses every day.
It has scale and deep presence in the U.S. with over 93% of
revenues coming from the United States. During 2021, Terminix
generated a total revenue of US$2.045bn, adjusted EBITDA of US$387m
and profit from continuing operations before income taxes of
US$180m. As of December 31, 2021, Terminix had gross assets of
US$4.41bn. Terminix's executive and senior leaders are Brett Ponton
(Chief Executive Officer), Robert Riesbeck (Executive Vice
President and Chief Financial Officer), David Dart (Chief Human
Resources Officer), Doug Hart (Vice President, Terminix
International), Dion Persson (Senior Vice President, Strategy and
M&A), Deidre Richardson (Senior Vice President, General Counsel
and Corporate Secretary), Jim Summerville (Senior Vice President,
Supply Management) and Joy Wald (Senior Vice President and Chief
Information Officer).
Additional Information About The Proposed Transaction And Where
To Find It
In connection with the proposed transaction between Rentokil
Initial plc ("Rentokil") and Terminix Global Holdings, Inc.
("Terminix"), Rentokil will file with the U.S. Securities and
Exchange Commission (the "SEC") a registration statement on Form
F-4, which will include a proxy statement of Terminix that also
constitutes a prospectus of Rentokil. Each of Rentokil and Terminix
will also file other relevant documents in connection with the
proposed transaction. The definitive proxy statement/prospectus
will be sent to the shareholders of Terminix. Rentokil will also
file a shareholder proxy circular in connection with the proposed
transaction with applicable securities regulators in the United
Kingdom and the shareholder proxy circular will be sent to
Rentokil's shareholders. This communication is not a substitute for
any registration statement, proxy statement/prospectus or other
documents Rentokil and/or Terminix may file with the SEC in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS
OF TERMINIX AND RENTOKIL ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROXY STATEMENT/PROSPECTUS AND SHAREHOLDER PROXY
CIRCULAR, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES
REGULATORS IN THE UNITED KINGDOM, AS WELL AS ANY AMMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED
TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL, THE
PROPOSED TRANSACTION AND RELATED MATTERS. The registration
statement and proxy statement/prospectus and other documents filed
by Rentokil and Terminix with the SEC, when filed, will be
available free of charge at the SEC's website at www.sec.gov. In
addition, investors and shareholders will be able to obtain free
copies of the proxy statement/prospectus and other documents filed
with the SEC by Terminix online at investors.terminix.com, upon
written request delivered to Terminix at 150 Peabody Pl., Memphis,
TN 38103, USA, Attention: Corporate Secretary, or by calling
Terminix's Corporate Secretary's Office by telephone at +1
901-597-1400 or by email at deidre.richardson@terminix.com, and
will be able to obtain free copies of the registration statement,
proxy statement/prospectus, shareholder proxy circular and other
documents which will be filed with the SEC and applicable
securities regulators in the United Kingdom by Rentokil online at
https://www.rentokil-initial.com, upon written request delivered to
Rentokil at Compass House, Manor Royal, Crawley, West Sussex, RH10
9PY, England, Attention: Katharine Rycroft, or by calling Rentokil
by telephone at +44 (0) 7811 270734 or by email at
katharine.rycroft@rentokil-initial.com. The information included
on, or accessible through, Rentokil's or Terminix's website is not
incorporated by reference into this communication.
This communication is for informational purposes only and is not
intended to, and shall not, constitute an offer to sell or buy or
the solicitation of an offer to sell or buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
appropriate registration or qualification under the securities laws
of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies in
connection with the proposed transaction. However, under SEC rules,
Terminix, Rentokil, and certain of their respective directors,
executive officers and other members of the management and
employees may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
about Terminix's directors and executive officers may be found on
its website at
corporate.terminix.com/responsibility/corporate-governance and in
its 2021 Annual Report on Form 10-K filed with the SEC on March 1,
2022, available at investors.terminix.com and www.sec.gov.
Information about Rentokil's directors and executive officers may
be found on its website at https://www.rentokil-initial.com and in
its 2020 Annual Report filed with applicable securities regulators
in the United Kingdom on March 31, 2021, available on its website
at https://www.rentokil-initial.com. The information included on,
or accessible through, Rentokil's or Terminix's website is not
incorporated by reference into this communication. These documents
can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of such potential
participants in the solicitation of proxies in connection with the
proposed transaction will be included in the proxy
statement/prospectus and shareholder proxy circular and other
relevant materials filed with the SEC and applicable securities
regulators in the United Kingdom when they become available.
Information Regarding Forward-Looking Statements
This communication contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can sometimes be identified by the use
of forward-looking terms such as "believes," "expects," "may,"
"will," "shall," "should," "would," "could," "potential," "seeks,"
"aims," "projects," "predicts," "is optimistic," "intends,"
"plans," "estimates," "targets, " "anticipates," "continues" or
other comparable terms or negatives of these terms, but not all
forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be
achieved and therefore, actual results may differ materially from
any plans, estimates or expectations in such forward-looking
statements. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include: a condition to the closing of the proposed transaction may
not be satisfied; the occurrence of any event that can give rise to
termination of the proposed transaction; Rentokil is unable to
achieve the synergies and value creation contemplated by the
proposed transaction; Rentokil is unable to promptly and
effectively integrate Terminix's businesses; management's time and
attention is diverted on transaction related issues; disruption
from the proposed transaction makes it more difficult to maintain
business, contractual and operational relationships; the credit
ratings of Rentokil declines following the proposed transaction;
legal proceedings are instituted against Terminix or Rentokil;
Terminix or Rentokil is unable to retain or hire key personnel; the
announcement or the consummation of the proposed acquisition has a
negative effect on the market price of the capital stock of
Terminix or Rentokil or on Terminix's or Rentokil's operating
results; evolving legal, regulatory and tax regimes; changes in
economic, financial, political and regulatory conditions, in the
United Kingdom, the United States and elsewhere, and other factors
that contribute to uncertainty and volatility, natural and man-made
disasters, civil unrest, pandemics (e.g., the coronavirus
(COVID-19) pandemic (the "COVID-19 pandemic")), geopolitical
uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or
subsequent U.S. or U.K. administration; the ability of Rentokil or
Terminix to successfully recover from a disaster or other business
continuity problem due to a hurricane, flood, earthquake, terrorist
attack, war, pandemic, security breach, cyber-attack, power loss,
telecommunications failure or other natural or man-made event,
including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public
health crises, such as pandemics (including the COVID-19 pandemic)
and epidemics and any related company or governmental policies and
actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of
national or global economies and markets, including any quarantine,
"shelter in place," "stay at home," workforce reduction, social
distancing, shut down or similar actions and policies; actions by
third parties, including government agencies; the risk that
disruptions from the proposed transaction will harm Rentokil's or
Terminix's business, including current plans and operations;
certain restrictions during the pendency of the acquisition that
may impact Rentokil's or Terminix's ability to pursue certain
business opportunities or strategic transactions; Rentokil's or
Terminix's ability to meet expectations regarding the accounting
and tax treatments of the proposed transaction; the risks and
uncertainties discussed in the "Risks and Uncertainties" section in
Rentokil's reports available on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its
website at https://www.rentokil-initial.com; and the risks and
uncertainties discussed in the "Risk Factors" and "Information
Regarding Forward-Looking Statements" sections in Terminix's
reports filed with the SEC. These risks, as well as other risks
associated with the proposed transaction, will be more fully
discussed in the proxy statement/prospectus and shareholder proxy
circular. While the list of factors presented here is, and the list
of factors to be presented in proxy statement/prospectus and
shareholder proxy circular will be, considered representative, no
such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. We caution you not to place undue
reliance on any of these forward-looking statements as they are not
guarantees of future performance or outcomes and that actual
performance and outcomes, including, without limitation, our actual
results of operations, financial condition and liquidity, and the
development of new markets or market segments in which we operate,
may differ materially from those made in or suggested by the
forward-looking statements contained in this communication. Except
as required by law, neither Rentokil nor Terminix assumes any
obligation to update or revise the information contained herein,
which speaks only as of the date hereof.
[1] GBP/USD rate of 1.3273 as per 10 December 2021 used to form
Combined Group financials. Illustrative combined financials have
been calculated using Terminix's financial results in accordance
with US GAAP and Rentokil Initial's results in accordance with
IFRS. The unaudited combined pro forma financial information is for
information purposes only and is not intended to represent or be
indicative of Rentokil Initial's or Terminix's financial position
or results of operations that Rentokil Initial or Terminix would
have reported had the pro forma adjustments not been made and is
not necessarily indicative of Rentokil Initial's or Terminix's
future financial position or results of operations.
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END
ACQJIMTTMTTBTLT
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