PARSIPPANY,
N.J., July 28 /PRNewswire-FirstCall/ -- Avis Budget Group, Inc. (NYSE: 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 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, Scott L. Thompson.
July 28, 2010
Thomas P. Capo, Chairman, and Scott L. Thompson, President and Chief Executive
Officer Dollar Thrifty Automotive Group, Inc. 5330 East 31st Street
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 $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 $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.
Sincerely, /s/
Ronald L. Nelson
Ronald L. Nelson Chairman and Chief Executive Officer Avis Budget Group,
Inc. 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, 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 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 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 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:
Joele Frank, Wilkinson Brimmer John Barrows Katcher Joele Frank /Andrew
Siegel /Ed 973.496.7865 Trissel PR@avisbudget.com 212.355.4449
Investor
Contacts:
Neal Goldner MacKenzie Partners 973.496.5086 Dan Burch / Charlie Koons
IR@avisbudget.com 212.929.5748 / 212.929.5708
SOURCE
Avis Budget Group, Inc. Subject
Codes: PC/t.100728172145467, PT/lang.en, PC/ticker, IN/AUT, IN/REA, IN/FIN,
SU/TNM, RE/New_Jersey, PC/priority.r, PC/category.f, PC/class.1248, PC/WAVO_....k.,
PC/APT_....k, PC/trade_k, PC/wavo5_k, PC/class.1278, PC/class.1046, PC/WAVO_j.....,
PC/APT_j...., PC/state_j, PC/wavo1_j, PC/class.1000, PC/WAVO_..b..., PC/APT_..b..,
PC/circuit_b, PC/wavo3_b, PC/DataFeat_natl3, PC/port_32, PC/Billing_FC1, PC/Billing_IRW,
PC/Billing_RWB, PC/Billing_TNW, PC/Billing_US1, PC/1stAcc_145509, PC/bureau_NY,
PC/port_01, PC/port_96, PC/port_31, PC/port_33, PC/port_19, PC/port_91, PC/contact,
PC/website, PC/id_NY42584 Company Codes: NYSE:CAR, NYSE:DTG
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