United Rentals (URI) Successfully Completes Tender Offer for General Finance Corporation (GFN)
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United Rentals, Inc. (NYSE: URI) (“United Rentals”) today announced that its indirect wholly-owned subsidiary, UR Merger Sub VI Corporation, a Delaware corporation (“Merger Sub”), has successfully completed its previously announced tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of General Finance Corporation (NASDAQ: GFN) (“General Finance”) for a price of $19.00 per share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes. At 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, the Offer expired as scheduled and was not extended. Merger Sub expects to complete the acquisition of General Finance on Tuesday, May 25, through a merger under Section 251(h) of the General Corporation Law of the State of Delaware.
Continental Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”), has advised that, as of the expiration of the Offer, a total of 27,625,450 shares had been tendered into and not validly withdrawn from the Offer, representing approximately 91.4% of General Finance’s outstanding shares and a sufficient number of shares such that the minimum tender condition to the Offer was satisfied. Additionally, the Depositary has advised that an additional 156,352 shares had been tendered by notice of guaranteed delivery, representing approximately 0.5% of General Finance’s outstanding shares. Accordingly, all shares that were validly tendered and not properly withdrawn were accepted for payment and Merger Sub will promptly pay for all such tendered shares in accordance with the terms of the Offer.
As a result of the merger, and following the redemption of General Finance’s outstanding preferred stock, General Finance will become a wholly owned subsidiary of Merger Sub. In the merger, each share of General Finance (other than those shares held by General Finance, United Rentals (North America), Inc., a Delaware corporation and a wholly owned subsidiary of United Rentals, or Merger Sub) will be cancelled and converted into the right to receive the same $19.00 per share net to the holder thereof in cash, without interest, less any applicable withholding of taxes, that was paid in the Offer. Following the completion of the merger, all of the issued and outstanding shares of General Finance’s preferred stock will be redeemed in accordance with their terms, and General Finance’s common stock, Series C preferred stock and unsecured senior notes will be delisted from trading on the NASDAQ Global Select Market.
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