With respect to the definitive agreement (the “Agreement”) under
which Rentokil Initial plc (the “Company”) will acquire Terminix
Global Holdings, Inc ("Terminix") for stock and cash (the
“Combination” or the “Transaction”), announced on 14 December 2021,
the Company and Terminix today announce that with effect from the
close of business on 14 March 2022, the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has
now expired, thereby completing the necessary antitrust process in
the US and satisfying one of the principal conditions to completion
of the Transaction.
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The Transaction will bring together two complementary businesses
(the "Combined Group") to create the global leader in pest control
and hygiene & wellbeing, and the leader in the pest control
business in North America, the world’s largest pest control market.
The Transaction will combine two leading brands with a long
cultural heritage, outstanding talent and strong focus on people,
customers and ESG. Upon completion, the Combined Group will have
c.56,000 colleagues serving c.4.9m customers around the world from
790 locations. The enlarged business will have a strong platform
for growth, particularly in North America, and an attractive
financial profile to support future growth, including through
acquisitions and continued investment in innovation and technology.
For the year ended 31 December 2021, the Combined Group’s
illustrative revenue would have amounted to US$6.0bn1 (£4.5bn),
with EBITDA of US$1.3bn (£1.0bn) and Free Cash Flow of US$0.7bn
(£0.5bn).
The Combination is expected to create significant value, enhance
long-term growth potential, be highly cash generative and present a
compelling industrial logic, supported by:
■
increased scale and leadership in the
global pest control market;
■
substantially increased scale in North
America, providing an enlarged platform for profitable growth;
■
a complementary and synergistic portfolio
combination; and
■
an attractive financial profile.
A number of other conditions to the Agreement remain to be
satisfied and these are being actively progressed by the Company
and Terminix. Those conditions include, inter alia, obtaining the
approval by the Company’s and Terminix’s shareholders of the
Combination, and for the registration of the Company ADSs and their
listing on the New York Stock Exchange.
The Company is pleased with the progress being made in order to
satisfy the remaining conditions, and the parties are now
targetting the Combination closing towards the end of the third
quarter of 2022. In order to provide additional certainty for the
parties regarding the timing of the necessary steps to completion,
including allowing sufficient time for the SEC and FCA to review
and approve the necessary documentation for submission to
shareholders and registration of the Company ADSs, the Company and
Terminix have amended the End Date (as defined in the Agreement)
from 13 September 2022 to 31 December 2022. Accordingly, the
parties remain on track for closing to take place within H2
2022.
_______________________________________
1 GBP/USD rate of 1.3273 as per 10
December 2021 used to form Combined Group financials. Illustrative
combined financials have been calculated using Terminix’s financial
results in accordance with US GAAP and Rentokil Initial’s results
in accordance with IFRS. The unaudited combined pro forma financial
information is for information purposes only and is not intended to
represent or be indicative of Rentokil Initial’s or Terminix’s
financial position or results of operations that Rentokil Initial
or Terminix would have reported had the pro forma adjustments not
been made and is not necessarily indicative of Rentokil Initial’s
or Terminix’s future financial position or results of
operations.
About Rentokil Initial:
Founded in 1925, Rentokil Initial is a leader in the pest
control and hygiene & wellbeing service industry. The Company
has c.46,000 employees, and over 1,800 local service teams across
the world covering around 90% of global GDP in over 90 of the
world's 100 largest cities across the US, Europe, UK, Asia, Pacific
and Rest of World. It operates in 88 countries. The Company's
business model is focused on compounding revenue, profit and cash
growth through a combination of organic growth and M&A.
About Terminix:
Terminix Global Holdings (NYSE: TMX) is a leading provider of
residential and commercial pest management. The Company provides
pest management services and protection against termites,
mosquitoes, rodents and other pests. Headquartered in Memphis,
Tenn., with more than 11,700 teammates and 2.9 million customers,
the Company visits more than 50,000 homes and businesses every day.
It has scale and deep presence in the U.S. with over 93% of
revenues coming from the United States. During 2021, Terminix
generated a total revenue of US$2.045bn, adjusted EBITDA of US$387m
and profit from continuing operations before income taxes of
US$180m. As of December 31, 2021, Terminix had gross assets of
US$4.41bn. Terminix's executive and senior leaders are Brett Ponton
(Chief Executive Officer), Robert Riesbeck (Executive Vice
President and Chief Financial Officer), David Dart (Chief Human
Resources Officer), Doug Hart (Vice President, Terminix
International), Dion Persson (Senior Vice President, Strategy and
M&A), Deidre Richardson (Senior Vice President, General Counsel
and Corporate Secretary), Jim Summerville (Senior Vice President,
Supply Management) and Joy Wald (Senior Vice President and Chief
Information Officer).
Additional Information About The
Proposed Transaction And Where To Find It
In connection with the proposed
transaction between Rentokil Initial plc (“Rentokil”) and Terminix
Global Holdings, Inc. (“Terminix”), Rentokil will file with the
U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-4, which will include a proxy statement of
Terminix that also constitutes a prospectus of Rentokil. Each of
Rentokil and Terminix will also file other relevant documents in
connection with the proposed transaction. The definitive proxy
statement/prospectus will be sent to the shareholders of Terminix.
Rentokil will also file a shareholder proxy circular in connection
with the proposed transaction with applicable securities regulators
in the United Kingdom and the shareholder proxy circular will be
sent to Rentokil’s shareholders. This communication is not a
substitute for any registration statement, proxy
statement/prospectus or other documents Rentokil and/or Terminix
may file with the SEC in connection with the proposed transaction.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS,
STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL ARE URGED TO
READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS
AND SHAREHOLDER PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC OR
APPLICABLE SECURITIES REGULATORS IN THE UNITED KINGDOM, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION
WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX,
RENTOKIL, THE PROPOSED TRANSACTION AND RELATED MATTERS. The
registration statement and proxy statement/prospectus and other
documents filed by Rentokil and Terminix with the SEC, when filed,
will be available free of charge at the SEC’s website at
www.sec.gov. In addition, investors and shareholders will be able
to obtain free copies of the proxy statement/prospectus and other
documents filed with the SEC by Terminix online at
investors.terminix.com, upon written request delivered to Terminix
at 150 Peabody Pl., Memphis, TN 38103, USA, Attention: Corporate
Secretary, or by calling Terminix’s Corporate Secretary’s Office by
telephone at +1 901-597-1400 or by email at
deidre.richardson@terminix.com, and will be able to obtain free
copies of the registration statement, proxy statement/prospectus,
shareholder proxy circular and other documents which will be filed
with the SEC and applicable securities regulators in the United
Kingdom by Rentokil online at https://www.rentokil-initial.com,
upon written request delivered to Rentokil at Compass House, Manor
Royal, Crawley, West Sussex, RH10 9PY, England, Attention:
Katharine Rycroft, or by calling Rentokil by telephone at +44 (0)
7811 270734 or by email at katharine.rycroft@rentokil-initial.com.
The information included on, or accessible through, Rentokil’s or
Terminix’s website is not incorporated by reference into this
communication.
This communication is for informational
purposes only and is not intended to, and shall not, constitute an
offer to sell or buy or the solicitation of an offer to sell or buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to appropriate registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended.
Participants in the Solicitation of
Proxies
This communication is not a solicitation
of proxies in connection with the proposed transaction. However,
under SEC rules, Terminix, Rentokil, and certain of their
respective directors, executive officers and other members of the
management and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information about Terminix’s directors and executive
officers may be found on its website at
corporate.terminix.com/responsibility/corporate-governance and in
its 2021 Annual Report on Form 10-K filed with the SEC on March 1,
2022, available at investors.terminix.com and www.sec.gov.
Information about Rentokil’s directors and executive officers may
be found on its website at https://www.rentokil-initial.com and in
its 2020 Annual Report filed with applicable securities regulators
in the United Kingdom on March 31, 2021, available on its website
at https://www.rentokil-initial.com. The information included on,
or accessible through, Rentokil’s or Terminix’s website is not
incorporated by reference into this communication. These documents
can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of such potential
participants in the solicitation of proxies in connection with the
proposed transaction will be included in the proxy
statement/prospectus and shareholder proxy circular and other
relevant materials filed with the SEC and applicable securities
regulators in the United Kingdom when they become available.
Information Regarding Forward-Looking
Statements
This communication contains
forward-looking statements as that term is defined in Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended by the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can sometimes be identified by the use of
forward-looking terms such as “believes,” “expects,” “may,” “will,”
“shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,”
“projects,” “predicts,” “is optimistic,” “intends,” “plans,”
“estimates,” “targets,” “anticipates,” “continues” or other
comparable terms or negatives of these terms, but not all
forward-looking statements include such identifying words.
Forward-looking statements are based upon current plans, estimates
and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates or expectations will be
achieved and therefore, actual results may differ materially from
any plans, estimates or expectations in such forward-looking
statements. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include: a condition to the closing of the proposed transaction may
not be satisfied; the occurrence of any event that can give rise to
termination of the proposed transaction; Rentokil is unable to
achieve the synergies and value creation contemplated by the
proposed transaction; Rentokil is unable to promptly and
effectively integrate Terminix’s businesses; management’s time and
attention is diverted on transaction related issues; disruption
from the proposed transaction makes it more difficult to maintain
business, contractual and operational relationships; the credit
ratings of Rentokil declines following the proposed transaction;
legal proceedings are instituted against Terminix or Rentokil;
Terminix or Rentokil is unable to retain or hire key personnel; the
announcement or the consummation of the proposed acquisition has a
negative effect on the market price of the capital stock of
Terminix or Rentokil or on Terminix’s or Rentokil’s operating
results; evolving legal, regulatory and tax regimes; changes in
economic, financial, political and regulatory conditions, in the
United Kingdom, the United States and elsewhere, and other factors
that contribute to uncertainty and volatility, natural and man-made
disasters, civil unrest, pandemics (e.g., the coronavirus
(COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical
uncertainty, and conditions that may result from legislative,
regulatory, trade and policy changes associated with the current or
subsequent U.S. or U.K. administration; the ability of Rentokil or
Terminix to successfully recover from a disaster or other business
continuity problem due to a hurricane, flood, earthquake, terrorist
attack, war, pandemic, security breach, cyber-attack, power loss,
telecommunications failure or other natural or man-made event,
including the ability to function remotely during long-term
disruptions such as the COVID-19 pandemic; the impact of public
health crises, such as pandemics (including the COVID-19 pandemic)
and epidemics and any related company or governmental policies and
actions to protect the health and safety of individuals or
governmental policies or actions to maintain the functioning of
national or global economies and markets, including any quarantine,
“shelter in place,” “stay at home,” workforce reduction, social
distancing, shut down or similar actions and policies; actions by
third parties, including government agencies; the risk that
disruptions from the proposed transaction will harm Rentokil’s or
Terminix’s business, including current plans and operations;
certain restrictions during the pendency of the acquisition that
may impact Rentokil’s or Terminix’s ability to pursue certain
business opportunities or strategic transactions; Rentokil’s or
Terminix’s ability to meet expectations regarding the accounting
and tax treatments of the proposed transaction; the risks and
uncertainties discussed in the “Risks and Uncertainties” section in
Rentokil’s reports available on the National Storage Mechanism at
morningstar.co.uk/uk/NSM; and the risks and uncertainties discussed
in the “Risk Factors” and “Information Regarding Forward-Looking
Statements” sections in Terminix’s reports filed with the SEC.
These risks, as well as other risks associated with the proposed
transaction, will be more fully discussed in the proxy
statement/prospectus and shareholder proxy circular. While the list
of factors presented here is, and the list of factors to be
presented in proxy statement/prospectus and shareholder proxy
circular will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. We
caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes,
including, without limitation, our actual results of operations,
financial condition and liquidity, and the development of new
markets or market segments in which we operate, may differ
materially from those made in or suggested by the forward-looking
statements contained in this communication. Except as required by
law, neither Rentokil nor Terminix assumes any obligation to update
or revise the information contained herein, which speaks only as of
the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220314005885/en/
Investors / Analysts:
Katharine Rycroft Rentokil Initial plc +44 (0)7811 270734
Media: Malcolm Padley
Rentokil Initial plc +44 (0)7788 978199
Richard Mountain FTI Consulting +44 (0)7909 684466
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