PR
Newswire -- September 2, 2010 PARSIPPANY,
N.J., Sept. 2 /PRNewswire-FirstCall/ -- Avis Budget Group, Inc. (NYSE: CAR)
today issued the following statement regarding its outstanding offer to acquire
Dollar Thrifty Automotive Group, Inc. (NYSE: DTG): Avis
Budget is increasing the cash portion of its offer from $39.25 to $40.75 per share
(which would include the proceeds of a pre-closing special dividend to be paid
by Dollar Thrifty consistent with our previous proposal). Our revised offer of
$40.75 in cash and 0.6543 shares of Avis Budget stock, represents a premium of
more than 22% over the Hertz Global Holdings, Inc. (NYSE: HTZ) offer. The
Avis Budget offer is clearly superior to the Hertz offer in the two ways that
matter -- we are offering a substantially higher price and a more meaningful divestiture
commitment. Contrary
to certain Dollar Thrifty and Hertz statements, a reverse termination fee has
nothing to do with certainty of closing. Economic compensation for failing to
close does not impact whether a deal is reasonably likely to close. The Hertz
deal is no more likely to be approved by the FTC simply because Hertz agreed in
the context of a negotiated deal to pay a fee to Dollar Thrifty if it is not approved. Both
deals raise complex and similar antitrust issues and face comparable divestiture
analyses. Hertz resorts to antitrust as a scare tactic and a smoke screen -- a
last-ditch effort to deflect attention from its clearly inferior offer -- but
Hertz is wrong on the process and wrong on the facts. Although outcomes of governmental
reviews cannot be predicted with certainty, both companies are cooperating with
an ongoing FTC review. Both companies have similar airport revenue shares and
derive more than half of their revenues from leisure travelers -- although, significantly,
Hertz has higher leisure renter revenues than Avis and Budget combined. Both
companies compete with Dollar Thrifty. In fact, Hertz uses its exclusive relationship
with AAA to generate more than $500 million of annual revenues at low price points
-- typically lower than Dollar and Thrifty rates -- targeted to compete directly
with Dollar, Thrifty and other value brands. Through the value-oriented AAA relationship
"brand," Hertz competes aggressively and successfully with other value
brands and generates revenues that are comparable to Thrifty's U.S. corporate
location revenues. Furthermore,
nothing blocks any of the market participants from renting cars to value and leisure
oriented customers as there are no barriers to entry (with the exception of the
Hertz exclusive agreement with AAA, which covers 50 million members). Pricing
can be adjusted in seconds on each company's respective corporate websites and
the related travel oriented websites. Hertz's
"Dollar Thrifty Transaction Update," filed on August 31, 2010, does
not change any of this. Hertz's "analysis" conveniently ignores the
many hundreds of millions of dollars Hertz makes through low-priced rentals under
its AAA discount program and through its share-leading position in low-priced
rentals through Hotwire, Priceline and other channels. In its "Update,"
Hertz cherry- picks data and time periods, and uses deeply flawed modeling, to
present baseless and inflated divestiture numbers for an Avis Budget transaction.
Proper economic analysis shows that Hertz and Avis Budget are comparably competitive
with Dollar Thrifty. And Hertz invents new industry segmentation, artificially
grouping Dollar and Thrifty together with Budget to try to manufacture an antitrust
issue, knowing full well that Budget and Alamo are positioned as mid-tier brands
while Dollar, Thrifty and Enterprise -- on all relevant metrics -- are in a
value segment that falls below the mid-tier. Avis
Budget is fully committed to completing the acquisition of Dollar Thrifty. Avis
Budget has already spent millions of dollars, and devoted substantial time and
resources, in pursuit of this transaction, despite Dollar Thrifty not yet having
signed an agreement with Avis Budget. Avis Budget has been cooperating with antitrust
authorities, and has submitted over a million pages of documents and vast quantities
of data to the FTC in response to the FTC's Second Request with the intention
of completing its response very shortly. In
addition, the exclusion of a reverse termination fee from our offer is entirely
consistent with the Hertz transaction's reciprocity approach that sets the reverse
termination fee to be exactly equal to the break-up fee payable by Dollar Thrifty
in the event it accepts a superior proposal. A fair and level playing field should
be created that would allow Dollar Thrifty shareholders the benefit of a competitive
sale process -- a process that, to date, they have been denied. To that end, we
have removed the traditional break-up fee that would operate in our favor -- fairness
and the Hertz reciprocity approach dictate that the reverse termination fee also
be eliminated. Nonetheless,
it appears that the clearly inferior Hertz offer will be put to a vote of Dollar
Thrifty shareholders with the support of the Dollar Thrifty Board of Directors.
The Hertz offer significantly undervalues Dollar Thrifty -- in fact, the current
value of the Hertz offer represents a discountto the Dollar Thrifty share price
prior to the Hertz deal announcement. And since that announcement, the stand-alone
value of Dollar Thrifty has, no doubt, only increased as a result of Dollar Thrifty's
strong financial results and repeatedly increased earnings projections. Our offer
properly delivers that premium to the Dollar Thrifty shareholders rather than
allowing it to be diverted to Hertz. We
remain ready to deliver on the revised premium offer that we are announcing today.
Moreover, we will increase our offer to Dollar Thrifty shareholders by the amount
of any reduction in the Dollar Thrifty break-up fee payable or paid to Hertz. Our
message is clear: We are confident that the Dollar Thrifty shareholders will prefer
the premium Avis Budget offer to the Hertz offer. As such, in the event that the
Hertz transaction is rejected by the Dollar Thrifty shareholders at the September
16, 2010 special meeting, we will commit to sign the merger agreement we previously
delivered to Dollar Thrifty (together with the disclosure schedules previously
delivered to us) at any time within five days of that September 16 special meeting. 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 Reports for the quarterly
periods ended March 31, 2010 and June 30, 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 involving Dollar Thrifty Automotive Group,
Inc. ("Dollar Thrifty") which may become the subject of a registration
statement and/or proxy statement filed with the Securities and Exchange Commission
(the "SEC"). This material is not a substitute for the prospectus/proxy
statement Avis Budget Group, Inc. ("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.100902072132661, PT/lang.en, PC/ticker, IN/AUT, IN/TRN, SU/OFR,
SU/TNM, RE/New_Jersey, PC/priority.r, PC/category.f, PC/class.1278, PC/class.1046,
PC/WAVO_j....., PC/APT_j...., PC/state_j, PC/wavo1_j, PC/class.1251, PC/WAVO_....n.,
PC/APT_....n, PC/trade_n, PC/wavo5_n, 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_NY58893 Company Codes: NYSE:CAR, NYSE:DTG, NYSE:HTZ
|