Essex Rental Corp. Announces Extension Of And Amendment To Cashless Exercise Warrant Offer
June 11 2010 - 8:00AM
Business Wire
Essex Rental Corp. (Nasdaq: ESSX; ESSXW; ESSXU) ("Essex")
today announced that it has further extended and amended its offer
to all warrant holders to exercise their warrants on a cashless
basis for a limited period of time by exchanging warrants for
shares of common stock. The amended offer provides warrant holders
with the opportunity to exercise their warrants on a cashless basis
by tendering three warrants in exchange for one share of the
Company’s common stock prior to the expiration date for the offer,
which is now scheduled to expire at 5:00 p.m. New York City time,
on Tuesday, June 29, 2010, unless further extended. The maximum
number of warrants that will be accepted for exercise on a cashless
basis pursuant to the offer will continue to be 8,000,000
warrants.
The offer was previously scheduled to expire on June 10, 2010 at
5:00 p.m., New York City time, and provided warrant holders with
the opportunity to exercise their warrants on a cashless basis by
exchanging seven warrants for two shares of the Company’s common
stock.
As of the amended expiration time of the offer, the Company had
received tenders of 2,030,441 warrants, including warrants owned by
officers and directors of Essex who are required to participate in
the offer on a pro rata basis. Holders who have already tendered
their warrants need not re-tender their warrants to receive common
stock on the revised terms in this enhanced offer. They may still
withdraw their tenders in accordance with the terms and conditions
of the amended offer.
In addition, the Company has received a commitment from one
warrant holder, who did not participate in the offer prior to the
previously scheduled expiration date, to participate in the offer
under the revised terms summarized above and to tender
approximately 1,500,000 warrants in exchange for approximately
500,000 common shares, based on the new rate of exchange of three
warrants for one share of common stock. If the offer is
oversubscribed because more than 8,000,000 warrants are tendered,
the Company will accept warrants on a pro rata basis in accordance
with the May 10, 2010 Offer Letter (the "Offer Letter"), as amended
and supplemented, and the related Letter of Transmittal, as
amended.
During the period of the offer, warrant holders may also
continue to exercise their warrants for the $5.00 cash exercise
price in accordance with the original terms of the warrants. The
warrants expire on March 4, 2011.
This press release itself is not intended to constitute an offer
or solicitation to buy or exchange securities of Essex. An offer to
permit warrant holders to tender their warrants in exchange for
common stock will be made only pursuant to the Offer Letter and the
Supplement to Offer Letter and related Amended and Restated Letter
of Transmittal that the Company intends to distribute to its
warrant holders and file with the Securities and Exchange
Commission ("SEC"). These documents will contain important
information about the offer and warrant holders are urged to read
them carefully when they become available. These documents, when
they are filed with the SEC, and other documents relating to the
Company, may be obtained, free of charge, at the SEC's website at
www.sec.gov, or from the Information Agent for the offer. All
warrant holders will receive additional tender materials through
the mail within several business days of this release.
About Essex Rental Corp.
Headquartered outside of Chicago, Essex, through its subsidiary,
Essex Crane Rental Corp., is one of North America's largest
providers of lattice-boom crawler crane and attachment rental
services. With over 350 cranes and attachments in its fleet, Essex
supplies cranes for construction projects related to power
generation, petro-chemical, refineries, water treatment and
purification, bridges, highways, hospitals, shipbuilding, offshore
oil fabrication and industrial plants, and commercial
construction.
Some of the statements in this press release and other written
and oral statements made from time to time by the Company and its
representatives are “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These statements include statements regarding the intent and belief
or current expectations of Essex and its management team and may be
identified by the use of words like "anticipate", "believe",
"estimate", "expect", "intend", "may", "plan", "will", "should",
"seek", the negative of these terms or other comparable
terminology. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements.
Important factors that could cause actual results to differ
materially from Essex’s expectations include, without limitation,
the continued ability of Essex to successfully execute its business
plan, the possibility of a change in demand for the products and
services that Essex provides (through its subsidiary, Essex Crane),
intense competition which may require us to lower prices or offer
more favorable terms of sale, our reliance on third party
suppliers, our indebtedness which could limit our operational and
financial flexibility, global economic factors including interest
rates, general economic conditions, geopolitical events and
regulatory changes, our dependence on our management team and key
personnel, as well as other relevant risks detailed in our Annual
Report on Form 10-K and other periodic reports filed with the
Securities and Exchange Commission and available on our website,
www.essexcrane.com. The factors listed here are not exhaustive.
Many of these uncertainties and risks are difficult to predict and
beyond management’s control. Forward-looking statements are not
guarantees of future performance, results or events. Essex assumes
no obligation to update or supplement forward-looking information
in this press release whether to reflect changed assumptions, the
occurrence of unanticipated events or changes in future operating
results or financial conditions, or otherwise.
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