Item 8.01. Other Events.
On June 1, 2022, Terminix Global Holdings, Inc. ("Terminix") issued a press
release announcing that it had completed the divestment of its pest management
businesses in the U.K. and Norway, satisfying a closing condition for the
proposed merger with Rentokil Initial plc ("Rentokil"). A copy of the press
release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
99.1 Press Release, issued June 1, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
Additional Information About The Proposed Transaction And Where To Find It
In connection with the proposed transaction between Rentokil and 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 press release 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:
Peter Russell, or by calling Rentokil by telephone at +44 (0) 7811 270734 or by
email at investor@rentokil-initial.com.
This press release 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. The information included on, or accessible through,
Rentokil's or Terminix's website is not incorporated by reference into this
press release.
Participants in the Solicitation of Proxies
This press release 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 2021 Annual Report filed with
applicable securities regulators in the United Kingdom on March 30, 2022,
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 press release. 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.
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Information Regarding Forward-Looking Statements
This press release 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, conflict, 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its
website at https://www.rentokil-initial.com (information included on or
accessible through Rentokil's website is not incorporated by reference into this
press release); 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
press release. 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.
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