공시 • Dec 16
Rentokil Initial plc (LSE:RTO) entered into a definitive agreement to acquire Terminix Global Holdings, Inc. (NYSE:TMX) for $6.7 billion.
Rentokil Initial plc (LSE:RTO) entered into a definitive agreement to acquire Terminix Global Holdings, Inc. (NYSE:TMX) for $6.7 billion on December 13, 2021. Under the terms of the Agreement, Rentokil Initial will issue to Terminix shareholders at closing aggregate consideration comprised of approximately 643.29 million new Rentokil Initial shares in the form of ADSs and approximately $1.3 billion in cash. Terminix shareholders may elect to receive all cash or all stock consideration, subject to proration in the event of oversubscription. Each Terminix share for which no election or an invalid election is received will be deemed to have elected for all stock consideration. Post-completion, Rentokil shareholders will own about 74% stake and Terminix's existing shareholders will own other 26% stake in combined entity. Rentokil Initial has entered into a committed bridge facility for up to $2.7 billion with Barclays to support the financing of the cash consideration. In case of termination, under certain circumstances, Terminix will be liable to pay a fee of $200 million and Rentokil Initial will be liable to pay a fee $150 million. Upon completion, the Board of combined company will consist of Richard Solomons, current Chairman of Rentokil Initial, who will be Chairman of the combined company; Andy Ransom, current Chief Executive Officer of Rentokil Initial, who will be Chief Executive Officer of combined company; Stuart Ingall-Tombs, current Chief Financial Officer of Rentokil Initial, who will be Chief Financial Officer of combined company; Five non-executive directors who currently make up the Board of Rentokil Initial and One non-executive director from the Board of Terminix. The combined company will be incorporated, headquartered and domiciled in United Kingdom.
The transaction is subject to approval from shareholders of both Rentokil Initial and Terminix, regulatory approval in United States, approval of the new Rentokil Initial shares for listing on the LSE and the Rentokil Initial ADSs on the NYSE, registration statement effectiveness, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions for closing. The Boards of Directors of both Terminix and Rentokil Initial have unanimously approved the Transaction and resolved to recommend that their respective shareholders vote in favor of it. In line with Rentokil Initial's undertakings to the CMA, Terminix will dispose of its UK business prior to completion of the transaction. The transaction is expected to close in second half of 2022. The Transaction is expected to deliver mid-teens percent accretion to Rentokil Initial's earnings per share in the first full year post completion.
Gary Posternack, Mark Astaire, Omar Faruqui and Tom Macdonald of Barclays Bank PLC and Anthony Gutman, Diego Fortunati, Jimmy Bastock and Mitul Patel of Goldman Sachs International acted as financial advisors while William H. Aaronson, Jeffrey P. Crandall, Pritesh P. Shah, William A. Curran, Howard Shelanski, Suzanne Munck af Rosenschold, J.W. Perry and John B. Meade of Davis Polk & Wardwell LLP and Julian G. Long, Daragh Fagan, Cate Sharp, Jennifer Bethlehem, Alastair Chapman, Paul Davison and David Mendel of Freshfields Bruckhaus Deringer LLP acted as legal advisor for Rentokil Initial. Lazard Freres & Co. LLC acted as financial advisor and fairness opinion provider while Andrew R. Brownstein, Karessa L. Cain, Damian G. Didden, Franco Castelli, Andrea K. Wahlquist, Michael S. Benn, Morgan A. Arthur and Selwyn B. Goldberg of Wachtell, Lipton, Rosen & Katz LLP and Harry Coghill, Tom Rose, Malcolm Walton, Richard Pepper, Tilly Hendersonof, Jeremy Moncrieff, Jack Slater, Malcolm Hitching, Chris Page and Rasmus Berglund of Macfarlanes LLP acted as legal advisors for Terminix.