Mitsubishi HC Capital Inc. (TSE:8593) entered into a definitive agreement to acquire CAI International, Inc. (NYSE:CAI) for approximately $980 million on June 17, 2021. Mitsubishi will acquire all outstanding shares at an offer per share of $56, series A and series B preferred stock at an offer per share of $25 respectively and restricted stock awards and options. Preferred stockholders will also be paid all accrued and unpaid dividends as of the date the merger is consummated. CAI will continue to pay quarterly non-pro-rated dividends at $0.30 per share per quarter until the closing of the transaction. Following the closing, shares of capital stock of CAI will no longer be listed on the New York Stock Exchange. CAI's headquarters will remain in San Francisco. A termination fee of $35 million will be paid by the respective party in case of termination of the agreement. The Board of Directors has also unanimously voted to promote Timothy Page from Interim President and Chief Executive Officer to President and Chief Executive Officer. After the closing of the transaction, Mitsubishi expects to retain CAI's existing management team and employees.

The transaction is not contingent on receipt of financing by Mitsubishi. Transaction is subject to customary closing conditions, including approval by CAI's stockholders, and receipt of certain regulatory and lender approvals, waiting period applicable to the consummation of the Merger under the HSR Act , as well as the migration of the jurisdiction of certain of the CAI's subsidiaries to the United States. The transaction has been unanimously approved by the Board of CAI International. The meeting of the shareholders of CAI is scheduled on July 25, 2021. As per filing on August 4, 2021, special meeting of the common stockholders of CAI International will be held on September 2, 2021 to approve the transaction. As of August 9, 2021, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired. As of September 2, 2021, CAI International shareholders approved the transaction. The transaction, which is currently expected to close in the late third quarter or early fourth quarter of 2021. As of July 26, 2021, the transaction is expected to close in the second quarter or third quarter of the fiscal year ending March 31, 2022. As of September 2, 2021, transaction is expected to close in the late third quarter or early fourth quarter of 2021.

Centerview Partners LLC acted as financial advisor and fairness opinion provider and Garland (Sonny) W. Allison and Edward J. Wes of Perkins Coie LLP acted as legal advisors for CAI. Mitsubishi UFJ Morgan Stanley Securities acted as the financial advisor to Mitsubishi HC Capital Inc. Megumi Shimizu of Nishimura & Asahi LLP served as legal advisor to Mitsubishi HC Capital. Phillip R. Mills, Kyoko Takahashi Lin, William A. Curran, Pritesh P. Shah and Ronan P. Harty of Davis Polk & Wardwell LLP served as legal advisors to Mitsubishi HC Capital. Computershare Trust Company, N.A. acted as transfer agent for CAI. Georgeson LLC acted as an information agent for CAI and will receive a fee of approximately $20,000.