Interpool, Inc. to Be Acquired by Funds Managed by Fortress Investment Group LLC for $27.10 Per Share in Cash; Total Transaction
April 20 2007 - 6:59PM
Business Wire
Interpool, Inc. (NYSE: IPX) today announced that it has entered
into a definitive agreement to be acquired by certain private
equity funds managed by affiliates of Fortress Investment Group LLC
pursuant to a merger in which all Interpool stockholders would
receive $27.10 in cash for each share of Interpool common stock
that they hold. The total transaction value, including assumed
debt, is approximately $2.4 billion. Martin Tuchman, Interpool�s
Chairman and Chief Executive Officer, said, �We are extremely
pleased to announce this transaction. All along, our goal has been
to achieve the best possible result for all Interpool stockholders.
The transaction proposed by Fortress, which was negotiated by our
Special Committee, captures the value we have built in Interpool
over many years, and along with the rest of our Board I am
supportive of this transaction.� The Board of Directors of
Interpool, on the recommendation of the Special Committee formed by
the Board of Directors, has unanimously approved the merger
agreement and recommends that the Company�s stockholders adopt the
agreement at a special stockholders� meeting that will be called to
approve the transaction. In addition, Mr. Tuchman and other
significant Interpool stockholders, have agreed to vote shares
equal to 40% of the outstanding shares of common stock of the
Company in favor of the adoption of the merger agreement. The
transaction is expected to close in the third quarter of 2007 and
is subject to the approval of Interpool�s stockholders and other
customary closing conditions. The Company�s Board of Directors had
formed the Special Committee of Independent Directors to review and
evaluate a proposal from Mr. Tuchman, supported by other
significant Interpool shareholders and an institutional investment
fund, to acquire all of the outstanding common stock of the Company
for $24 per share in cash. The Special Committee, acting through
its advisors, solicited competing offers for the Company and
negotiated the terms of the Fortress offer. Blackstone is acting as
financial advisor for the Special Committee in connection with the
merger transaction and has rendered a fairness opinion to the
Special Committee. White & Case LLP provided legal advice to
the Special Committee. Evercore Partners is acting as financial
advisor to the Board of Directors of Interpool in connection with
the merger transaction and has rendered a fairness opinion to the
Board of Directors. Paul, Weiss, Rifkind, Wharton & Garrison
LLP and Stroock & Stroock & Lavan LLP provided legal advice
to the Company. Skadden, Arps, Slate, Meagher & Flom LLP
provided legal advice to Fortress Investment Group LLC. Interpool
is one of world�s leading suppliers of equipment and services to
the transportation industry. The Company is the world�s largest
lessor of intermodal container chassis and a world leading lessor
of cargo container used in international trade. Fortress Investment
Group LLC is a global alternative asset manager with approximately
$35.1 billion in assets under management as of December 31, 2006.
Fortress manages private equity funds, hedge finds and publicly
traded alternative investment vehicles. The private equity funds
total approximately $19.9 billion of the firm�s assets under
management. Fortress was founded in 1998, is headquartered in New
York and has affiliates with offices in Dallas, San Diego, Toronto,
London, Rome, Frankfurt and Sydney. In connection with the proposed
merger, Interpool will file a proxy statement with the Securities
and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may�obtain a free copy of the proxy statement (when available) and
other documents filed by Interpool at the Securities and Exchange
Commission�s website at http://www.sec.gov. The proxy statement and
such other documents may�also be obtained for free from the
Financial Reports page on Interpool�s website at www.interpool.com
or by directing such request to Investor Relations at (609)
452-8900. Interpool and its directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies from Interpool
stockholders in respect of the proposed transaction. Information
regarding Interpool�s directors and executive officers is available
in its proxy statement for its 2006 annual meeting of stockholders,
dated June 21, 2006. Additional information regarding the interests
of such potential participants will be included in the proxy
statement relating to the merger when it becomes available.
CAUTIONARY STATEMENTS This press release contains certain
forward-looking statements regarding future circumstances. These
forward-looking statements are subject to risk and uncertainties
that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including in
particular the risks and uncertainties described in Interpool�s SEC
filings. The company undertakes no obligation to publicly release
any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof. Note: This press release
and other press releases and information can be viewed at
Interpool�s website at www.interpool.com.
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