MEMPHIS, Tenn.–(BUSINESS WIRE)–Terminix International Holdings, Inc. (NYSE: TMX) (“Terminix” or the “Firm”), a number one supplier of important termite and pest administration companies to residential and industrial clients, in the present day introduced that its shareholders have voted at a particular assembly of shareholders held in the present day to undertake and approve the beforehand introduced settlement for Terminix to be acquired by Rentokil Preliminary plc (“Rentokil Preliminary”).
Brett T. Ponton, Chief Govt Officer of Terminix, mentioned: “We’re happy that our shareholders overwhelmingly supported the advice of our Board and affirmed our merger with Rentokil. I need to thank the devoted Terminix teammates who delivered sturdy efficiency and glorious customer support whereas concurrently planning for integration. We now flip our consideration in the direction of executing our strong integration plans and creating further worth for our stakeholders.”
The acquisition is anticipated to shut on October 12, 2022, topic to satisfaction of customary closing situations.
Terminix is a number one supplier of residential and industrial pest management. The Firm gives pest administration companies and safety in opposition to termites, mosquitoes, rodents and different pests. Headquartered in Memphis, Tenn., with greater than 11,500 teammates and a couple of.9 million clients in 24 international locations and territories, the Firm visits greater than 50,000 properties and companies daily. To be taught extra about Terminix, go to Terminix.com, or LinkedIn.com/firm/terminix.
Further Info About The Transaction And The place To Discover It
In reference to the acquisition of Terminix by Rentokil Preliminary (such acquisition, the “Transaction”), Rentokil Preliminary has filed with the U.S. Securities & Change Fee (the “SEC”) a registration assertion on Kind F-4 (the “Registration Assertion”), which features a proxy assertion of Terminix that additionally constitutes a prospectus of Rentokil Preliminary (the “proxy assertion/prospectus”). The SEC declared the Registration Assertion efficient on September 7, 2022. On September 7, 2022, Terminix filed its definitive proxy assertion (the “Definitive Proxy Assertion”) with the SEC in reference to the Transaction. Every of Rentokil Preliminary and Terminix have filed and will file different related paperwork in reference to the Transaction. The Definitive Proxy Assertion was first despatched to the shareholders of Terminix on September 8, 2022. Rentokil Preliminary has additionally filed a shareholder proxy round in reference to the Transaction with relevant securities regulators in the UK and the shareholder proxy round was first despatched to Rentokil Preliminary’s shareholders on or about September 8, 2022. This communication will not be an alternative choice to any registration assertion, proxy assertion/prospectus or different paperwork Rentokil Preliminary and/or Terminix filed or could file with the SEC in reference to the Transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL INITIAL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE DEFINITIVE PROXY STATEMENT 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 TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL INITIAL, THE TRANSACTION AND RELATED MATTERS. The Registration Assertion and Definitive Proxy Assertion are, and the opposite paperwork filed by Rentokil Preliminary and Terminix with the SEC, when filed, will probably be, accessible freed from cost on the SEC’s web site at www.sec.gov. As well as, buyers and shareholders are capable of acquire free copies of the Definitive Proxy Assertion and different paperwork filed with the SEC by Terminix on-line at buyers.terminix.com, upon written request delivered to Terminix at 150 Peabody Pl., Memphis, TN 38103, USA, Consideration: Company Secretary, or by calling Terminix’s Company Secretary’s Workplace by phone at +1 901-597-1400 or by e mail at [email protected], and are capable of acquire free copies of the Registration Assertion, Definitive Proxy Assertion, shareholder proxy round and different paperwork filed with the SEC and relevant securities regulators in the UK by Rentokil Preliminary on-line at https://www.rentokil-initial.com, upon written request delivered to Rentokil Preliminary at Compass Home, Manor Royal, Crawley, West Sussex, RH10 9PY, England, Consideration: Peter Russell, or by calling Rentokil Preliminary by phone at +44 (0) 7811 270734 or by e mail at [email protected]. The data included on, or accessible by means of, Rentokil Preliminary’s or Terminix’s web site will not be included by reference into this communication. This communication is for informational functions solely and isn’t meant to, and shall not, represent a proposal to promote or purchase or the solicitation of a proposal to promote or purchase any securities, nor shall there be any sale of securities in any jurisdiction wherein such provide, solicitation or sale could be illegal previous to acceptable registration or qualification below the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by the use of a prospectus assembly the necessities of Part 10 of the U.S. Securities Act of 1933, as amended.
Individuals within the Solicitation of Proxies
This communication will not be a solicitation of proxies in reference to the Transaction. Nonetheless, below SEC guidelines, Terminix, Rentokil Preliminary, and sure of their respective administrators, government officers and different members of the administration and staff could also be deemed to be individuals within the solicitation of proxies in reference to the Transaction. Details about Terminix’s administrators and government officers could also be discovered on its web site at company.terminix.com/accountability/corporate-governance and in its 2021 Annual Report on Kind 10-Ok filed with the SEC on March 1, 2022, accessible at buyers.terminix.com and www.sec.gov. Details about Rentokil Preliminary’s administrators and government officers could also be discovered on its web site at https://www.rentokil-initial.com and in its 2021 Annual Report filed with relevant securities regulators in the UK on March 30, 2022, accessible on its web site at https://www.rentokil-initial.com. The data included on, or accessible by means of, Rentokil Preliminary’s or Terminix’s web site will not be included by reference into this communication. These paperwork might be obtained freed from cost from the sources indicated above. Further data concerning the pursuits of such potential individuals within the solicitation of proxies in reference to the Transaction is included within the Definitive Proxy Assertion and shareholder proxy round and different related supplies filed with the SEC and relevant securities regulators in the UK.
Info Relating to Ahead-Trying Statements
This communication comprises forward-looking statements as that time period is outlined in Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Change Act of 1934, as amended by the Personal Securities Litigation Reform Act of 1995. Ahead-looking statements can typically be recognized by means of forward-looking phrases corresponding to “believes,” “expects,” “could,” “will,” “shall,” “ought to,” “would,” “might,” “potential,” “seeks,” “goals,” “initiatives,” “predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or different comparable phrases or negatives of those phrases, however not all forward-looking statements embrace such figuring out phrases. Ahead-looking statements are primarily based upon present plans, estimates and expectations which can be topic to dangers, uncertainties and assumptions. Ought to a number of of those dangers or uncertainties materialize, or ought to underlying assumptions show incorrect, precise outcomes could range materially from these indicated or anticipated by such forward-looking statements. We may give no assurance that such plans, estimates or expectations will probably be achieved and subsequently, precise outcomes could differ materially from any plans, estimates or expectations in such forward-looking statements. Vital elements that might trigger precise outcomes to vary materially from such plans, estimates or expectations embrace: a situation to the closing of the Transaction is probably not glad; the incidence of any occasion that may give rise to termination of the Transaction; Rentokil Preliminary is unable to realize the synergies and worth creation contemplated by the Transaction; Rentokil Preliminary is unable to promptly and successfully combine Terminix’s companies; administration’s time and a focus is diverted on Transaction associated points; disruption from the Transaction makes it tougher to keep up enterprise, contractual and operational relationships; the credit score scores of Rentokil Preliminary decline following the Transaction; authorized proceedings are instituted in opposition to Terminix or Rentokil Preliminary; Terminix or Rentokil Preliminary is unable to retain or rent key personnel; the announcement or the consummation of the proposed Transaction has a destructive impact available on the market worth of the capital inventory of Terminix or Rentokil Preliminary or on Terminix’s or Rentokil Preliminary’s working outcomes; evolving authorized, regulatory and tax regimes; adjustments in financial, monetary, political and regulatory situations, in the UK, the US and elsewhere, and different elements that contribute to uncertainty and volatility, pure and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical uncertainty, and situations which will end result from legislative, regulatory, commerce and coverage adjustments related to the present or subsequent U.S. or U.Ok. administration; the power of Rentokil Preliminary or Terminix to efficiently recuperate from a catastrophe or different enterprise continuity downside as a consequence of a hurricane, flood, earthquake, terrorist assault, conflict, battle, pandemic, safety breach, cyber-attack, energy loss, telecommunications failure or different pure or man-made occasion, together with the power to operate remotely throughout long-term disruptions such because the COVID-19 pandemic; the impression of public well being crises, corresponding to pandemics (together with the COVID-19 pandemic) and epidemics and any associated firm or governmental insurance policies and actions to guard the well being and security of people or governmental insurance policies or actions to keep up the functioning of nationwide or international economies and markets, together with any quarantine, “shelter in place,” “keep at house,” workforce discount, social distancing, shut down or comparable actions and insurance policies; actions by third events, together with authorities companies; the chance that disruptions from the Transaction will hurt Rentokil Preliminary’s or Terminix’s enterprise, together with present plans and operations; sure restrictions in the course of the pendency of the Transaction which will impression Rentokil Preliminary’s or Terminix’s potential to pursue sure enterprise alternatives or strategic transactions; Rentokil Preliminary’s or Terminix’s potential to fulfill expectations concerning the accounting and tax therapies of the Transaction; the dangers and uncertainties mentioned within the “Dangers and Uncertainties” part in Rentokil Preliminary’s reviews accessible on the Nationwide Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its web site at https://www.rentokil-initial.com (data included on or accessible by means of Rentokil Preliminary’s web site will not be included by reference into this communication); and the dangers and uncertainties mentioned within the “Threat Components” and “Info Relating to Ahead-Trying Statements” sections in Terminix’s reviews filed with the SEC. These dangers, in addition to different dangers related to the Transaction, are extra totally mentioned within the Definitive Proxy Assertion and shareholder proxy round. Whereas the listing of things introduced right here is, and the listing of things introduced within the Definitive Proxy Assertion and shareholder proxy round is, thought of consultant, no such listing needs to be thought of to be a whole assertion of all potential dangers and uncertainties. Unlisted elements could current important further obstacles to the conclusion of forward-looking statements. We warning you to not place undue reliance on any of those forward-looking statements as they don’t seem to be ensures of future efficiency or outcomes and that precise efficiency and outcomes, together with, with out limitation, our precise outcomes of operations, monetary situation and liquidity, and the event of latest markets or market segments wherein we function, could differ materially from these made in or recommended by the forward-looking statements contained on this communication. Besides as required by legislation, neither Rentokil Preliminary nor Terminix assumes any obligation to replace or revise the knowledge contained herein, which speaks solely as of the date hereof.