
Company Website:
http://www.unitedrentals.com
GREENWICH, Conn. & SCOTTSDALE, Ariz. -- (Business Wire)
United Rentals, Inc. (NYSE: URI) (“United Rentals”) and RSC Holdings
Inc. (NYSE: RRR) (“RSC”) today announced that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the “HSR Act”), relating to the previously announced acquisition of RSC
by United Rentals, expired at 11:59 PM on January 20, 2012.
Expiration of the waiting period under the HSR Act satisfies one of the
conditions to the closing of the proposed transaction. Completion of the
proposed transaction remains subject to certain other closing
conditions, including, among others, expiration or termination of the
waiting period under the Canadian Competition Act and receipt of a
“no-action letter” from the Commissioner of Competition indicating that
the Commissioner does not intend to oppose the proposed transaction.
On January 20, 2012, United Rentals and RSC received supplementary
information requests from the Canadian Competition Bureau indicating
that the Bureau requires additional information in order to complete its
review of the proposed transaction. The issuance of the supplementary
information request has the effect of extending the waiting period under
the Canadian Competition Act up to 30 days after compliance with such
request. United Rentals and RSC both remain committed to working
cooperatively with the Canadian Competition Bureau as it conducts its
review of the proposed transaction.
United Rentals and RSC expect the transaction to close in the first half
of 2012.
About United Rentals
United Rentals, Inc. (“United Rentals”) is the largest equipment rental
company in the world, with an integrated network of 541 rental locations
in 48 states and 10 Canadian provinces. The company's approximately
7,500 employees serve construction and industrial customers, utilities,
municipalities, homeowners and others. The company offers for rent
approximately 2,900 classes of equipment with a total original cost of
$4.26 billion. United Rentals is a member of the Standard & Poor's
MidCap 400 Index and the Russell 2000 Index® and is headquartered in
Greenwich, Conn. Additional information about United Rentals is
available at www.unitedrentals.com.
About RSC Holdings
RSC Holdings Inc. (NYSE: RRR) (“RSC Holdings”) based in Scottsdale,
Arizona, is the holding company for the operating entity RSC Equipment
Rental, Inc. (“RSC”), which is a premier provider of rental equipment in
North America, servicing the industrial, maintenance and non-residential
construction markets with $2.7 billion of equipment at original cost.
RSC offers superior equipment availability, reliability and 24x7 service
to customers through an integrated network of 452 branch locations
across 42 states in the United States and three provinces in Western
Canada. Customer solutions to improve efficiency and reduce cost include
the proprietary Total Control® rental management software, Mobile Tool
Rooms™ and on-site rental locations. With over 4,600 employees committed
to safety and sustainability, RSC delivers the best value and industry
leading customer service. All information is as of September 30, 2011.
Additional information about RSC is available at www.RSCrental.com.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking” statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, and
in the Private Securities Litigation Reform Act of 1995, known as the
PSLRA. These statements, as they relate to United Rentals or RSC
Holdings, the management of either such company or the transaction,
involve risks and uncertainties that may cause results to differ
materially from those set forth in the statements. These statements are
based on current plans, estimates and projections, and, therefore, you
should not place undue reliance on them. No forward-looking statement
can be guaranteed, and actual results may differ materially from those
projected. United Rentals and RSC Holdings undertake no obligation to
publicly update any forward-looking statement, whether as a result of
new information, future events or otherwise. Forward-looking statements
are not historical facts, but rather are based on current expectations,
estimates, assumptions and projections about the business and future
financial results of the equipment rental industries, and other legal,
regulatory and economic developments. We use words such as
“anticipates,” “believes,” “plans,” “expects,” “projects,” “future,”
“intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,”
“potential,” “continue,” “guidance” and similar expressions to identify
these forward-looking statements that are intended to be covered by the
safe harbor provisions of the PSLRA. Actual results could differ
materially from the results contemplated by these forward-looking
statements due to a number of factors, including, but not limited to,
those described in the documents United Rentals and RSC Holdings have
filed with the U.S. Securities and Exchange Commission as well as the
possibility that (1) United Rentals and RSC Holdings may be unable to
obtain stockholder or regulatory approvals required for the proposed
transaction or may be required to accept conditions that could reduce
the anticipated benefits of the merger as a condition to obtaining
regulatory approvals; (2) the length of time necessary to consummate the
proposed transaction may be longer than anticipated; (3) problems may
arise in successfully integrating the businesses of United Rentals and
RSC Holdings; (4) the proposed transaction may involve unexpected costs;
(5) the businesses may suffer as a result of uncertainty surrounding the
proposed transaction; and (6) the industry may be subject to future
risks that are described in the “Risk Factors” section of the Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents
filed from time to time with the Securities and Exchange Commission by
United Rentals and RSC Holdings. United Rentals and RSC Holdings give no
assurance that it will achieve its expectations and does not assume any
responsibility for the accuracy and completeness of the forward-looking
statements.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties
that affect the businesses of United Rentals and RSC Holdings described
in the “Risk Factors” section of their respective Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q, the preliminary registration
statement and joint proxy statement/prospectus, and other documents
filed from time to time with the Securities and Exchange Commission
(“SEC”). All forward-looking statements included in this document are
based upon information available to United Rentals and RSC Holdings on
the date hereof; and United Rentals and RSC Holdings assumes no
obligations to update or revise any such forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release is for informational purposes only and is not an
offer to purchase nor a solicitation of an offer to sell securities. The
solicitation and the offer to purchase shares of RSC Holdings common
stock will be made pursuant to a registration statement and joint proxy
statement/prospectus forming a part thereof filed with the SEC. A
preliminary version of the registration statement and joint proxy
statement/prospectus was filed with the SEC by United Rentals on January
17, 2012. The preliminary version is not yet final and will be amended.
Neither this press release nor the preliminary registration statement
and joint proxy statement/prospectus filed with the SEC is a substitute
for the definitive version of the registration statement and joint proxy
statement/prospectus or any other documents that United Rentals may file
with the SEC or send to stockholders in connection with the proposed
transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE VERSION OF REGISTRATION
STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AFTER IT HAS BEEN DECLARED
EFFECTIVE AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
You can obtain a free copy of the preliminary joint proxy
statement/prospectus, the definitive version of the joint proxy
statement/prospectus (when available), and other filings containing
information about United Rentals and RSC Holdings, at the SEC’s Internet
site (http://www.sec.gov).
You are also able to obtain these documents, free of charge, in the
Investor Relations portion of the United Rentals website at http://www.ur.com/investor
under the heading “Investors” and then under “SEC Filings.” Copies of
the joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus can
also be obtained, free of charge, by directing a request to Investor
Relations at 203-618-7318.
Participants in Solicitation
United Rentals, RSC Holdings and their respective directors and
executive officers and certain members of management and employees may
be deemed to be participants in the solicitation of proxies from the
stockholders of United Rentals and RSC Holdings in connection with the
proposed transaction. Information about the directors and executive
officers of United Rentals and their ownership of United Rentals common
stock is set forth in the proxy statement for the United Rentals 2011
annual meeting of stockholders, as filed with the SEC on Schedule 14A on
March 31, 2011. Information about the directors and executive officers
of RSC Holdings and their ownership of RSC Holdings common stock is set
forth in the proxy statement for the RSC Holdings’ 2011 annual meeting
of stockholders, as filed with the SEC on Schedule 14A on March 16,
2011. Additional information regarding the interests of those persons
and other persons who may be deemed participants in the proposed
transaction may be obtained by reading the joint proxy
statement/prospectus regarding the proposed transaction. You may obtain
free copies of this document as described in the preceding paragraph.

Contacts:
United Rentals, Inc.
Fred Bratman, (203) 618-7318
Cell:
(917) 847-4507
fbratman@ur.com
Source: United Rentals, Inc.
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