By Lisa Kerner
Charlotte, N.C., July 19 - Williams Scotsman, Inc. agreed to be acquired by Ristretto, the parent company of Algeco, in an all-cash transaction valued at $2.2 billion, which includes the refinancing of outstanding debt.
The combined company will operate in 16 countries and have more than 4,600 employees.
Under the terms of the transaction agreement, Williams Scotsman shareholders will receive $28.25 per share. The per-share price is a 21% to Williams Scotsman's closing price on July 18.
The agreement also includes a go-shop period that ends Aug. 17 and a termination fee of $40 million or $25 million if a superior proposal is received.
Williams Scotsman shareholders must approve the transaction, which is expected to close in the fourth quarter. The company's board has approved the deal.
Scotsman Partners, LP, Cypress Merchant Banking Partners LP and Cypress Offshore Partners LP entered into a voting agreement for their 27% of the company's outstanding shares.
Williams Scotsman chairman and chief executive officer Gerry Holthaus is expected to remain CEO of the company and also become the chairman and CEO Ristretto. Bruno Roqueplo will remain as Algeco's CEO, reporting to Holthaus.
"This transaction offers shareholders the ability to realize substantial value from their investments in Williams Scotsman and provides customers with greater access to market leading brands in North America and Europe," Holthaus said in a news release.
Williams Scotsman's headquarters, located in Baltimore, Md., is slated to become the global headquarters for Algeco.
Algeco was advised by Morgan Stanley, Citigroup and Paul, Hastings, Janofsky & Walker LLP.
Williams Scotsman was advised by CIBC World Markets, Banc of America Securities LLC and Paul, Weiss, Rifkind, Wharton & Garrison LLP.
Williams Scotsman is a North American provider of mobile and modular space solutions with a fleet of over 118,000 leased modular space and storage units.
Algeco is a privately held French company that operates rental accommodation and storage facilities, with a total of 175,000 units including portable restrooms.
| Acquirer: | Ristretto
|
| Target: | Williams Scotsman, Inc.
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| Transaction total: | $2.2 billion
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| Price per share: | $28.25
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| Announcement date: | July 19
|
| Termination fee: | $25 million or $40 million
|
| Expected closing: | Fourth quarter
|
| Stock price for target: | Nasdaq: WLSC: $23.36 on July 18
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