M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, October 27, 2011

Hertz pulls offer, birds fly away

According to Bloomberg, Hertz filed the following press release with the SEC with the SEC as an amendment to its Schedule TO:

Hertz Global Holdings, Inc. (NYSE: HTZ) (“Hertz”) today announced that it is withdrawing its exchange offer for all outstanding shares of Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) (“Dollar Thrifty”).  Hertz decided to withdraw its exchange offer at this time in light of Dollar Thrifty’s plan to commence its announced share repurchase program and current market conditions.

Hertz continues to believe that a merger with Dollar Thrifty is in the best interests of both companies.  Hertz remains engaged with the FTC to secure antitrust clearance for the proposed transaction.

Once antitrust clearance has been obtained, Hertz will reassess the appropriate price and other terms of the proposed transaction based on Dollar Thrifty’s share repurchase program, Dollar Thrifty’s performance, Dollar Thrifty’s outlook and prevailing market conditions at that time.

Hear that?  That's the sound of the second bird flying away from the bush.  The Delaware courts love the "bird in the hand" cliche.  In this case, after a year of back and forth and fights between/among Dollar, Avis, and Hertz, it looks like a transaction with Dollar is just not going to happen.  Dollar signalled as much earlier this month when it halted the sales process and announced a share buyback plan (here). 



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