Dollar Thrifty Automotive Group, Inc. today announced the expiration of the "go-shop" period established pursuant to the terms of its previously announced merger agreement, dated as of August 26, 2012, with Hertz Global Holdings, Inc. The "go-shop" period expired at 11:59 p.m., New York City time, on September 25, 2012. During the "go-shop" period, Dollar Thrifty's financial advisors solicited inquiries from third parties relating to competing acquisition proposals as envisaged by the merger agreement. Notwithstanding such solicitation, no party submitted a proposal to acquire Dollar Thrifty during the "go-shop" period.
As previously announced, HDTMS, Inc., an affiliate of Hertz, commenced a tender offer on September 10, 2012 for all of the outstanding shares of common stock of Dollar Thrifty at a price of $87.50 per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated September 10, 2012, and the previously announced merger agreement. Subject to the terms and conditions of the merger agreement, following consummation of the tender offer and subject to the approval of Dollar Thrifty's stockholders if required by applicable law, HDTMS, Inc. will be merged with and into Dollar Thrifty, as a result of which Dollar Thrifty will become an indirect wholly owned subsidiary of Hertz.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, Friday, October 5, 2012, unless the tender offer is extended in accordance with the merger agreement and the applicable rules and regulations of the SEC. The closing of the tender offer is subject to customary terms and conditions, including the tender by Dollar Thrifty stockholders of a number of shares of Dollar Thrifty common stock which, when taken together with any shares owned by Hertz and its subsidiaries, represents a majority of the outstanding shares of Dollar Thrifty common stock on a fully diluted basis, and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
Dollar Thrifty's board of directors unanimously recommends that stockholders accept the tender offer and tender their shares into the tender offer, and if required under applicable law, vote in favor of the adoption of the merger agreement and approval of the merger and the other transactions contemplated by the merger agreement.
