Item 8.01 Other Events
As previously disclosed, on March 1, 2020, Mobile Mini, Inc., a Delaware
corporation ("Mobile Mini" or the "Company"), WillScot Corporation, a Delaware
corporation ("WillScot"), and Picasso Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of WillScot ("Merger Sub"), entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, subject
to the satisfaction or waiver of certain customary closing conditions, Merger
Sub will be merged with and into Mobile Mini, with Mobile Mini surviving as a
wholly-owned subsidiary of WillScot (the "Merger" or the "Proposed
Transaction"). On May 21, 2020, the Company received notice from the United
States Federal Trade Commission of early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with the Merger.
Important Information About the Proposed Transaction
In connection with the Proposed Transaction, WillScot filed a registration
statement on Form S-4 (No. 333-237746), which includes a prospectus of WillScot
and a joint proxy statement of WillScot and Mobile Mini (the "joint proxy
statement/prospectus"). The registration statement was declared effective by the
SEC on May 5, 2020, and WillScot and Mobile Mini commenced mailing the joint
proxy statement/prospectus on or about May 8, 2020. Each party will file other
documents regarding the Proposed Transaction with the SEC. 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.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING THE PROPOSED TRANSACTION. Investors and security holders
are able to obtain these documents (if and when available) free of charge from
the SEC's website at www.sec.gov. The documents filed by WillScot with the SEC
may also be obtained free of charge from WillScot by requesting them by mail at
WillScot Corporation, 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.
The documents filed by Mobile Mini may also be obtained free of charge from
Mobile Mini by requesting them by mail at Mobile Mini, Inc., 4646 E. Van Buren
Street, Suite 400, Phoenix, Arizona 85008.
Participants in the Solicitation
WillScot, Mobile Mini, their respective directors and executive officers and
other members of management and employees and certain of their respective
significant stockholders may be deemed to be participants in the solicitation of
proxies in respect of the Proposed Transaction. Information about WillScot's
directors and executive officers is available in WillScot's proxy statement,
dated March 20, 2020, as supplemented by the supplement dated April 13, 2020,
for the 2020 Annual Meeting and WillScot's Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, which was filed with the SEC on March 2,
2020. Information about Mobile Mini's directors and executive officers is
available in Mobile Mini's proxy statement, dated March 16, 2020 as supplemented
by the supplement dated April 10, 2020, for its 2020 Annual Meeting of
Stockholders and Mobile Mini's Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, which was filed with the SEC on February 3, 2020.
Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holding or otherwise, is contained in the joint
proxy statement/prospectus and other relevant materials filed with the SEC
regarding the Proposed Transaction. Investors should read the joint proxy
statement/prospectus carefully before making any voting or investment decisions.
You may obtain free copies of these documents from the SEC, WillScot or Mobile
Mini as indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to 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 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 Securities Act of
1933, as amended.
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