News
Avis Budget Group Submits Bid for Dollar
Thrifty Automotive Group
PARSIPPANY, N.J.,
class="xn-chron">July 28 /PRNewswire-FirstCall/ -- Avis
Budget Group, Inc. (NYSE:
href='http://studio-5.financialcontent.com/prnews?Page=Quote&Ticker=CAR'
title='CAR'>CAR) today sent a letter to the Board of Directors
of Dollar Thrifty Automotive Group, Inc. (NYSE: DTG).
Below is the full text of the letter that
class="xn-person">Ronald L. Nelson, Avis Budget Group
Chairman and Chief Executive Officer, sent to Dollar Thrifty's
Chairman, Thomas P. Capo, and
President and Chief Executive Officer,
class="xn-person">Scott L. Thompson.
style="font-family:Arial;font-size:8pt;">July 28, 2010
style="font-family:Arial;font-size:8pt;">Thomas P. Capo, Chairman,
and
style="font-family:Arial;font-size:8pt;">Scott L. Thompson,
President and Chief Executive Officer
style="font-family:Arial;font-size:8pt;">Dollar Thrifty Automotive
Group, Inc.
style="font-family:Arial;font-size:8pt;">5330 East 31st
Street
style="font-family:Arial;font-size:8pt;">Tulsa, OK 74135
Dear Scott and Tom,
We appreciate having had the opportunity to conduct our due
diligence review of Dollar Thrifty. We continue to believe that a
combination with Avis Budget presents a compelling opportunity for
our respective stakeholders and the prospect for your shareholders
to obtain the highest value for their investment.
While we continue to believe that the onerous lock-up provisions
in your existing merger agreement should be removed, we are
prepared to put forward an offer today for Dollar Thrifty that
clearly constitutes a Superior Proposal under that merger
agreement.
Our offer is for $46.50 per share
of Dollar Thrifty common stock consisting of
class="xn-money">$39.25 in cash (which would include the
proceeds of a pre-closing special dividend to be paid by Dollar
Thrifty consistent with the Hertz proposal) and 0.6543 shares of
Avis Budget stock (currently valued at
class="xn-money">$7.25). The cash portion of our offer will
be funded through a combination of available cash and fully
committed financing. We have received consents from the requisite
percentage of lenders in our principal corporate credit facility to
amend the terms of that facility to permit the completion of the
proposed transaction, including its financing. The stock portion of
our offer does not require approval of the Avis Budget shareholders
and will afford Dollar Thrifty shareholders the opportunity to
participate in the combination-related synergies and benefit from
the continued positive trends in our industry. Our offer is not
subject to any financing or due diligence contingencies and has the
unanimous support of the Avis Budget Board of Directors.
We are prepared to enter into a merger agreement that contains
substantially the same terms as the Hertz merger agreement, but
which includes removing the matching rights, eliminating the
break-up fees, and increasing the commitment to secure antitrust
approvals. A copy of the draft merger agreement that we are
prepared to sign is being provided to your counsel. These changes
to the merger agreement provide a level playing field and address
certainty of closing. In short, we believe that the higher purchase
price we are offering, combined with the terms of our proposed
merger agreement, makes our offer a superior one from the
perspective of Dollar Thrifty and its shareholders.
Given our willingness to enter into a merger agreement with
these terms, Hertz should be required to agree to accept these
provisions as a condition to Dollar Thrifty permitting Hertz to
continue to make offers for the company. The Dollar Thrifty Board
has the right and obligation to require acceptance by Hertz of
these provisions in connection with any further consideration of
offers from Hertz.
We look forward to moving forward on this transaction that
allows your shareholders the opportunity they deserve to realize
the highest value for their investment.
style="font-family:Arial;font-size:8pt;">Sincerely,
style="font-family:Arial;font-size:8pt;">/s/ Ronald L.
Nelson
style="font-family:Arial;font-size:8pt;">Ronald L.
Nelson
style="font-family:Arial;font-size:8pt;">Chairman and Chief
Executive Officer
style="font-family:Arial;font-size:8pt;">Avis Budget Group,
Inc.
style="font-family:Arial;font-size:8pt;">cc: Board of Directors of
Dollar Thrifty Automotive Group, Inc.
Citigroup and Morgan Stanley & Co. Incorporated are acting
as financial advisors to Avis Budget Group, and Kirkland &
Ellis LLP and Arnold & Porter LLP are acting as legal
counsel.
About Avis Budget Group
Avis Budget Group is a leading provider of vehicle rental
services, with operations in more than 70 countries. Through its
Avis and Budget brands, the Company is a leading vehicle rental
company in each of North America,
Australia,
class="xn-location">New Zealand and certain other regions
based on published airport statistics. Avis Budget Group is
headquartered in Parsippany, N.J.
and has more than 22,000 employees. For more information about Avis
Budget Group, visit
href="http://www.avisbudgetgroup.com/">www.avisbudgetgroup.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on Avis Budget's
current expectations and they include, among others, statements
regarding expected synergies and benefits of a potential
combination of Avis Budget and Dollar Thrifty. There is no
assurance that Avis Budget will enter into a merger agreement with
Dollar Thrifty or that the potential transaction will be
consummated, and there are a number of risks and uncertainties that
could cause actual results to differ materially from the
forward-looking statements made herein. These risks and
uncertainties include the timing to consummate the potential
transaction between Avis Budget and Dollar Thrifty and the ability
and timing to obtain required regulatory approvals and financing,
Avis Budget's ability to realize the synergies contemplated by the
potential transaction, Dollar Thrifty's ability to remove certain
lock-up provisions from its existing merger agreement with Hertz
Global Holdings Inc., Avis Budget's ability to promptly and
effectively integrate the businesses of Dollar Thrifty and Avis
Budget, those risks and uncertainties discussed in the "Risk
Factors" section of Avis Budget's Annual Report on Form 10-K for
the fiscal year ended December 31,
2009 and Quarterly Report for the quarterly period ended
March 31, 2010, and other factors
discussed in Avis Budget's filings with the SEC. Investors and
security holders are cautioned not to place undue reliance on these
forward-looking statements, which apply only as of the date of this
press release. Avis Budget does not undertake any obligation to
update its forward-looking statements to reflect events or
circumstances after the date of this press release.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This press release relates to a potential
transaction between Dollar Thrifty Automotive Group, Inc. ("Dollar
Thrifty") and Avis Budget Group, Inc. ("Avis Budget"), which may
become the subject of a registration statement filed with the
Securities and Exchange Commission (the "SEC"). This material is
not a substitute for the prospectus/proxy statement Avis Budget may
file with the SEC regarding the potential transaction or for any
other document which Avis Budget may file with the SEC and may send
to Avis Budget or Dollar Thrifty stockholders in connection with
the potential transaction. INVESTORS AND SECURITY HOLDERS OF AVIS
BUDGET AND DOLLAR THRIFTY ARE URGED TO READ ANY SUCH DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
POTENTIAL TRANSACTION.
Investors and security holders will be able to obtain free
copies of any documents filed with the SEC by Avis Budget through
the web site maintained by the SEC at
target="_blank" href="http://www.sec.gov">www.sec.gov. Free
copies of any such documents can also be obtained by directing a
request to Avis Budget Group, Inc., Investor Relations, 6 Sylvan
Way, Parsippany, NJ 07054.
Avis Budget and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the potential transaction. Information
regarding Avis Budget's directors and executive officers is
available in its Annual Report on Form 10-K for the year ended
December 31, 2009, which was filed
with the SEC on February 24, 2010,
and its proxy statement for its 2010 Annual Meeting of
Shareholders, which was filed with the SEC on
class="xn-chron">April 1, 2010. Other information regarding
the participants in a proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in a proxy statement filed in connection with the
potential transaction.
Media Contacts:
style="font-family:Arial;font-size:8pt;">John Barrows
style="font-family:Arial;font-size:8pt;">973.496.7865
style="font-family:Arial;font-size:8pt;">
target="_blank"
href='mailto://www.prnewswire.com/news-releases/PR@avisbudget.com'
title='PR@avisbudget.com'>PR@avisbudget.com
style="font-family:Arial;font-size:8pt;">Joele Frank, Wilkinson
Brimmer Katcher
style="font-family:Arial;font-size:8pt;">Joele Frank / Andrew
Siegel / Ed Trissel
style="font-family:Arial;font-size:8pt;">212.355.4449
Investor Contacts:
style="font-family:Arial;font-size:8pt;">Neal Goldner
style="font-family:Arial;font-size:8pt;">973.496.5086
style="font-family:Arial;font-size:8pt;">
target="_blank"
href='mailto://www.prnewswire.com/news-releases/IR@avisbudget.com'
title='IR@avisbudget.com'>IR@avisbudget.com
style="font-family:Arial;font-size:8pt;">MacKenzie
Partners
style="font-family:Arial;font-size:8pt;">Dan Burch / Charlie
Koons
style="font-family:Arial;font-size:8pt;">212.929.5748 /
212.929.5708
href="http://www.prnewswire.com/news-releases/avis-budget-group-submits-bid-for-dollar-thrifty-automotive-group-99497299.html"
target="_blank">SOURCE

