Hertz Global Holdings
HTZ today announced that its board of
directors has unanimously adopted a one-year shareholder rights plan (the
"Rights Plan" or "Plan").
Hertz has observed unusual and substantial activity in the Company's shares.
This Rights Plan is intended to ensure that the board remains in the best
position to perform its fiduciary duties and to enable all Hertz shareholders
to receive fair and equal treatment. It is also designed to allow all Hertz
shareholders to realize the long-term value of their investment by reducing
the likelihood that any person or group would gain control of Hertz through
open market accumulation without appropriately compensating the Company's
shareholders for such control or providing the board sufficient time to make
informed judgments.
Hertz's board and management team are focused on enhancing shareholder value,
and the board believes the Rights Plan will preserve the Company's ability to
continue implementing its strategic initiatives to drive improved returns and
value creation. These initiatives include the integration of Dollar Thrifty,
expanding Hertz's off-airport footprint, the introduction of new brands to
meet consumer needs, building on the Company's success with Donlen leasing,
the roll-out of new rental technology, the Company's Lean cost management
programs, and the evaluation of potential changes to the Company's operating
structure and capital allocation to further support the Company's long-term
strategy.
While it is the Company's policy not to comment on specific discussions with
shareholders, the Company has had dialogue with a number of shareholders and
welcomes their input towards the goal of enhancing shareholder value.
The Rights Plan, which was adopted following evaluation and consultation with
the Company's outside advisors, is similar to plans adopted by numerous
publicly traded companies and was not adopted in response to any specific
takeover bid or other proposal to acquire control of the Company.
Pursuant to the Plan, Hertz is issuing one preferred share purchase right for
each current share of common stock outstanding at the close of business on
January 9, 2014. Initially, these rights will not be exercisable and will
trade with the shares of Hertz's common stock.
Under the Rights Plan, the rights will generally become exercisable only if a
person or group acquires beneficial ownership of 10 percent or more of the
Company's common stock (15 percent or more in the case of passive
institutional investors filing on Schedule 13G as described in the Rights
Plan). In that situation, each holder of a right (other than such person or
members of such group, whose rights will become void and will not be
exercisable) will be entitled to purchase, at the then-current exercise price,
additional shares of common stock having a value of twice the exercise price
of the right.
In addition, if after a person or group acquires 10 percent or more of the
Company's common stock (15 percent or more in the case of passive
institutional investors filing on Schedule 13G as described in the Rights
Plan), the Company merges into another company, an acquiring entity merges
into the Company or the Company sells or transfers more than 50% of its
consolidated assets or earning power, then each right will entitle its holder
to purchase, for the exercise price, a number of shares of common stock of the
person engaging in the transaction having a then-current market value of twice
the exercise price.
In all cases, rights held by any person or group whose actions trigger the
Rights Plan would become void and not be exercisable.
The Company's board of directors may redeem the rights for $0.001 per right at
any time before an event that causes the rights to become exercisable.
Details about the Rights Plan will be contained in a Form 8-K to be filed by
Hertz with the U.S. Securities and Exchange Commission.
Hertz has engaged BofA Merrill Lynch and Barclays as financial advisors, and
Cravath, Swaine & Moore LLP as legal counsel.
About Hertz
Hertz operates its car rental business through the Hertz, Dollar and Thrifty
brands from approximately 10,400 corporate, licensee and franchisee locations
in North America, Europe, Latin America, Asia, Australia, Africa, the Middle
East and New Zealand. Hertz is the largest worldwide airport general use car
rental brand, operating from approximately 8,800 corporate and licensee
locations in approximately 150 countries. Hertz is the number one airport car
rental brand in the U.S. and at 111 major airports in Europe. Dollar and
Thrifty have approximately 1,580 corporate and franchisee locations in
approximately 80 countries. Hertz is an inaugural member of Travel + Leisure's
World's Best Awards Hall of Fame and was recently named, for the thirteenth
time, by the magazine's readers as the Best Car Rental Agency. Hertz was also
voted the Best Overall Car Rental Company in Zagat's 2012/13 U.S. Car Rental
Survey, earning top honors in 14 additional categories, and the Company swept
the global awards for Best Rewards Program and Best Overall Benefits from
FlyerTalk.com. Product and service initiatives such as Hertz Gold Plus
Rewards, NeverLost®, and unique cars and SUVs offered through the Company's
Adrenaline, Prestige and Green Traveler Collections, also set Hertz apart from
the competition. Additionally, Hertz owns the vehicle leasing and fleet
management leader Donlen Corporation and operates the Hertz On Demand car
sharing business. The Company also owns a leading North American equipment
rental business, Hertz Equipment Rental Corporation, which includes Hertz
Entertainment Services.
Forward Looking Language
Certain statements contained in this press release include "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements often include words such as
"believe," "expect," "project," "anticipate," "intend," "plan," "estimate,"
"seek," "will," "may," "would," "should," "could," "forecasts" or similar
expressions. These statements are based on certain assumptions that the
Company has made in light of its experience in the industry as well as its
perceptions of historical trends, current conditions, expected future
developments and other factors that the Company believes are appropriate in
these circumstances. We believe these judgments are reasonable, but you should
understand that these statements are not guarantees of performance or results.
These forward-looking statements involve risks, uncertainties and assumptions,
including, but not limited to, whether the Rights Plan will have its intended
effects. Many factors could affect our actual financial and operating results
and could cause actual results to differ materially from those expressed in
the forward-looking statements, due to a variety of important factors, both
positive and negative.
Additional information concerning these factors can be found in our filings
with the Securities and Exchange Commission, including our most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K.
The Company therefore cautions you against relying on these forward-looking
statements. All forward-looking statements attributable to the Company or
persons acting on the Company's behalf are expressly qualified in their
entirety by the foregoing cautionary statements. All such statements speak
only as of the date made, and the Company undertakes no obligation to update
or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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