United Rentals, Inc. (NYSE: URI) (“United Rentals” or “URI”)
today announced that its indirect wholly-owned subsidiary, UR
Merger Sub VII Corporation, a Delaware corporation (“Merger Sub”),
has commenced the previously announced cash tender offer to
purchase all of the issued and outstanding shares of common stock,
par value $0.01 per share (the “Shares”), of H&E Equipment
Services, Inc. (NASDAQ: HEES) (“H&E”) for a price of $92.00 per
share, net to the holder thereof in cash, without interest, less
any applicable withholding of taxes (the “Offer”). The Offer is
being made upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated January 28, 2025, and the related
Letter of Transmittal and pursuant to the terms of the previously
announced Agreement and Plan of Merger, dated as of January 13,
2025 (the “Merger Agreement”), by and among URI, Merger Sub and
H&E.
The Offer will expire one minute after 11:59 p.m., Eastern Time,
on Tuesday, February 25, 2025, unless the Offer is extended in
accordance with the terms of the Merger Agreement and the
applicable rules and regulations of the SEC (the latest time and
date at which the Offer will expire, the “Expiration Time”). Any
extension of the Offer will be followed by public announcement of
the extension by press release or other public announcement no
later than 9:00 a.m., Eastern Time, on the next business day after
the previously scheduled Expiration Time.
URI will file today a Tender Offer Statement on Schedule TO with
the United States Securities and Exchange Commission (the “SEC”).
The Offer to Purchase contained within the Schedule TO sets out the
full terms and conditions of the Offer.
H&E will file today a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC, which includes, among other things,
the recommendation of H&E’s board of directors that H&E’s
stockholders accept the Offer and tender their Shares of H&E
common stock pursuant to the Offer.
The Offer is not subject to any financing condition. The Offer
is conditioned upon, among other things: (i) the number of Shares
validly tendered (and not properly withdrawn) prior to the
Expiration Time (excluding Shares tendered pursuant to guaranteed
delivery procedures that were not received prior to the Expiration
Time) together with the Shares then owned by Merger Sub,
representing at least one Share more than 50% of the then
outstanding Shares; (ii) the expiration or termination of any
waiting periods applicable to the consummation of the Offer or the
Merger (as defined in the Offer to Purchase) under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”); (iii) the commencement and completion of the
Marketing Period (as defined in the Offer to Purchase); and (iv)
other customary conditions as described in the Offer to
Purchase.
Innisfree M&A Incorporated is acting as information agent
for Merger Sub in the Offer. Equiniti Trust Company, LLC is acting
as the depositary and paying agent in the Offer. Requests for
documents and questions by stockholders relating to the Offer may
be directed to Innisfree M&A Incorporated by telephone at (877)
687-1875 (shareholders toll free) or (212) 750-5833 (banks and
brokers).
Additional Information and Where to Find it
This press release is for informational purposes only and is not
intended to be a recommendation to buy, sell or hold securities and
does not constitute an offer for the sale of, or the solicitation
of an offer to buy securities in any jurisdiction, including the
United States. Any such offer will only be made by means of a
prospectus or offering memorandum, and in compliance with
applicable securities laws. This press release is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell securities.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities. On January 28, 2025, Merger Sub and URI will file a
Tender Offer Statement on Schedule TO with the SEC and H&E will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
the SEC, in each case with respect to the Offer. The Tender Offer
Statement (including the Offer to Purchase, the related Letter of
Transmittal and other offer documents) and the
Solicitation/Recommendation Statement contain important information
that should be read carefully when they become available and
considered before any decision is made with respect to the Offer.
Those materials and all other documents filed by, or caused to be
filed by, URI, Merger Sub or H&E with the SEC will be available
at no charge on the SEC’s website at www.sec.gov. The Schedule TO,
Tender Offer Statement and related materials will be available for
free (when available) under the “Financials—SEC Filings” section of
United Rentals’ investor website at
https://investors.unitedrentals.com/, and the
Solicitation/Recommendation Statement and such other documents also
may be obtained for free (when available) from H&E under the
“Financial Information—SEC Filings” section of H&E’s investor
website at https://investor.he-equipment.com/.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995, known as the PSLRA. Forward-looking statements involve
significant risks and uncertainties that may cause actual results
to differ materially from such forward-looking 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, including any such statement concerning
the completion and anticipated benefits of the proposed
transaction, can be guaranteed, and actual results may differ
materially from those projected. 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. United Rentals
uses words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “will,” “should,” “could,”
“estimates,” “predicts,” “targets,” “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 SEC reports filed by United Rentals, as
well as the possibility that (1) United Rentals may be unable to
obtain regulatory approvals required for the proposed transaction
or may be required to accept conditions that could reduce the
anticipated benefits of the acquisition 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 H&E, including, without limitation,
problems associated with the potential loss of any key employees of
H&E; (4) the proposed transaction may involve unexpected costs,
including, without limitation, the exposure to any unrecorded
liabilities or unidentified issues that we failed to discover
during the due diligence investigation of H&E or that are not
covered by insurance, as well as potential unfavorable accounting
treatment and unexpected increases in taxes; (5) our businesses may
suffer as a result of uncertainty surrounding the proposed
transaction or any adverse effects on our ability to maintain
relationships with customers, employees and suppliers; (6) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, the failure
of the closing conditions included in the merger agreement to be
satisfied, or any other failure to consummate the proposed
transaction; (7) any negative effects of the announcement of the
proposed transaction or the financing thereof on the market price
of United Rentals or H&E common stock or other securities; and
(8) 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 SEC by United Rentals and H&E. United Rentals
gives 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 forward-looking statements
speak only as of the date hereof. United Rentals undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as may be required by applicable securities
laws.
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
H&E 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 SEC by United Rentals
and H&E.
About United Rentals
United Rentals, Inc. is the largest equipment rental company in
the world. The company has an integrated network of 1,571 rental
locations in North America, 39 in Europe, 37 in Australia and 19 in
New Zealand. In North America, the company operates in 49 states
and every Canadian province. The company’s approximately 27,550
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others. The company offers
approximately 5,000 classes of equipment for rent with a total
original cost of $21.85 billion. United Rentals is a member of the
Standard & Poor’s 500 Index, the Barron’s 400 Index and the
Russell 3000 Index® and is headquartered in Stamford, Conn.
Additional information about United Rentals is available at
unitedrentals.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20250128194475/en/
United Rentals, Inc. Elizabeth Grenfell Vice President,
Investor Relations O: (203) 618-7125 investors@ur.com
Grafico Azioni United Rentals (NYSE:URI)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni United Rentals (NYSE:URI)
Storico
Da Gen 2024 a Gen 2025
