Filed by Rentokil Initial
plc
Pursuant to Rule 425 under
the Securities Act of 1933
And deemed filed pursuant
to Rule 14a-12
Under the Securities Exchange
Act of 1934
Subject Company: Terminix
Global Holdings, Inc.
Commission File No.: 001-36507
Date: December 16, 2021
On December 16, 2021, Rentokil Initial plc issued the following
press release:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT
IS NOT A PROSPECTUS AND THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER, INVITATION
OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF THE INFORMATION NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT
ACTIVITY. THIS ANNOUNCEMENT IS NOT A CIRCULAR OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR AND PROSPECTUS IN RELATION TO THE TRANSACTION DESCRIBED IN THIS ANNOUNCEMENT WILL EACH
BE PUBLISHED IN DUE COURSE.
16 December 2021
RENTOKIL INITIAL PLC (RTO)
S&P reaffirms long-term corporate credit
rating at 'BBB', with outlook stable
Rentokil Initial plc announces that S&P Global
Ratings (S&P) has reaffirmed its corporate credit rating at 'BBB', with outlook stable. This follows the announcement on Tuesday 14
December of Rentokil Initial’s US$6.7 billion acquisition of Terminix Global Holdings, Inc. On closing S&P is expected to move
the Business Risk Profile from Satisfactory to Strong to reflect the Group’s increased scale and no.1 position in the US.
Commenting, Andy Ransom, CEO of Rentokil Initial,
said: “We are pleased with the reaffirmation of our rating by S&P and their view that the transaction will have a transformational
impact on Rentokil Initial, significantly improving our scale and density, and enhancing our position in the US, the largest pest control
market in the world. It reinforces our confidence that the combination of Rentokil Initial and Terminix will deliver substantial value
creation for shareholders. The Transaction is expected to be mid-teens percent accretive to Rentokil Initial’s earnings per share
in the first full year post completion and, including at least $150m of cost synergies, to exceed the Company’s cost of capital
by the third full year following completion.”
Enquiries:
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Investors /
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Katharine Rycroft
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Rentokil Initial plc
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07811 270734
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Analysts:
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Media:
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Malcolm Padley
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Rentokil Initial plc
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07788 978199
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For more information, visit www.rentokil-initial.com
Important notice
Barclays, who is authorised by the Prudential Regulation
Authority (the “PRA”) and regulated in the United Kingdom by the Financial Conduct Authority (the “FCA”) and the
PRA, together with Goldman Sachs, who is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, are each acting
exclusively for Rentokil Initial and no one else in connection with the Transaction and the matters referred to in this document and will
not regard any other person as a client in relation to the matters set out in this document and will not be responsible to anyone other
than Rentokil Initial for providing the protections afforded to their respective clients, nor for providing advice in relation to the
Transaction or any other matter referred to in this document. Neither Barclays nor Goldman Sachs, nor any of their respective subsidiaries,
holding companies, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the Transaction or any
statement contained herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on each of Barclays
and Goldman Sachs by the Financial Services and Markets Act 2000 (“FSMA”), or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal,
void or unenforceable, neither Barclays nor Goldman Sachs nor any of their respective affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on
its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement
made or purported to be made by it, or on its behalf, in connection with Rentokil Initial or the matters described in this announcement.
To the fullest extent permitted by applicable law, each of Barclays and Goldman Sachs and each of their respective affiliates accordingly
disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they
might otherwise have in respect of this announcement or any statement contained therein.
Additional Information About The Proposed Transaction And Where To
Find It
In connection with the proposed transaction between
Rentokil Initial plc (“Rentokil Initial”) and Terminix Global Holdings, Inc. (“Terminix”), Rentokil Initial will
file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which will include
a proxy statement of Terminix that also constitutes a prospectus of Rentokil Initial. Each of Rentokil Initial and Terminix will also
file other relevant documents in connection with the proposed transaction. The definitive proxy statement/prospectus will be sent to the
shareholders of Terminix. Rentokil Initial will also file a shareholder proxy circular in connection with the proposed transaction with
applicable securities regulators in the United Kingdom and the shareholder proxy circular will be sent to Rentokil Initial’s shareholders.
This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents Rentokil Initial
and/or Terminix may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS,
STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS
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 PROPOSED
TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL INITIAL, THE PROPOSED
TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by Rentokil Initial
and Terminix with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors
and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Terminix
online at investors.terminix.com, upon written request delivered to Terminix at 150 Peabody Pl., Memphis, TN 38103, USA, Attention: Corporate
Secretary, or by calling Terminix’s Corporate Secretary’s Office by telephone at +1 901-597-1400 or by email at deidre.richardson@terminix.com,
and will be able to obtain free copies of the registration statement, proxy statement/prospectus, shareholder proxy circular and other
documents which will be filed with the SEC and applicable securities regulators in the United Kingdom by Rentokil Initial online at https://www.rentokil-initial.com,
upon written request delivered to Rentokil Initial at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, England, Attention:
Katharine Rycroft, or by calling Rentokil by telephone at +44 (0)7811 270734 or by email at katharine.rycroft@rentokil-initial.com.
This communication is for informational purposes
only and is not intended to, and shall not, constitute an offer to sell or buy or the solicitation of an offer to sell or buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies
in connection with the proposed transaction. However, under SEC rules, Terminix, Rentokil Initial, and certain of their respective directors,
executive officers and other members of the management and employees may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information about Terminix’s directors and executive officers may be found on its website
at corporate.terminix.com/responsibility/corporate-governance and in its 2020 Annual Report on Form 10-K filed with the SEC on February
26, 2021, available at investors.terminix.com and www.sec.gov. Information about Rentokil Initial’s directors and executive officers
may be found on its website at https://www.rentokil -initial.com and in its 2020 Annual Report filed with applicable securities regulators
in the United Kingdom on March 31, 2021, available on its website at https://www.rentokil-initial.com. These documents can be obtained
free of charge from the sources indicated above. Additional information regarding the interests of such potential participants in the
solicitation of proxies in connection with the proposed transaction will be included in the proxy statement/prospectus and shareholder
proxy circular and other relevant materials filed with the SEC and applicable securities regulators in the United Kingdom when they become
available.
Information Regarding Forward-Looking Statements
This communication contains forward-looking statements
as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements can sometimes be identified by the use
of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,”
“should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,”
“predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,”
“anticipates,” “continues” or other comparable terms or negatives of these terms, but not all forward-looking
statements include such identifying words. Forward-looking statements are based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially
from any plans, estimates or expectations in such forward-looking statements. Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include: a condition to the closing of the proposed transaction may not be satisfied;
the occurrence of any event that can give rise to termination of the proposed transaction; a regulatory approval that may be required
for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; Rentokil Initial
is unable to achieve the synergies and value creation contemplated by the proposed transaction; Rentokil Initial is unable to promptly
and effectively integrate Terminix’s businesses; management’s time and attention is diverted on transaction related issues;
disruption from the proposed transaction makes it more difficult to maintain business, contractual and operational relationships; the
credit ratings of Rentokil Initial declines following the proposed transaction; legal proceedings are instituted against Terminix or
Rentokil Initial; Terminix or Rentokil Initial is unable to retain or hire key personnel; the announcement or the consummation of the
proposed acquisition has a negative effect on the market price of the capital stock of Terminix or Rentokil Initial or on Terminix’s
or Rentokil Initial’s operating results; evolving legal, regulatory and tax regimes; changes in economic, financial, political
and regulatory conditions, in the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and
volatility, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)),
geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current
or subsequent U.S. or U.K. administration; the ability of Rentokil Initial or Terminix to successfully recover from a disaster or other
business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power
loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions
such as the COVID-19 pandemic; the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics
and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies
or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,”
“stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; actions by third parties,
including government agencies; the risk that disruptions from the proposed transaction will harm Rentokil Initial’s or Terminix’s
business, including current plans and operations; certain restrictions during the pendency of the acquisition that may impact Rentokil
Initial’s or Terminix’s ability to pursue certain business opportunities or strategic transactions; Rentokil Initial’s
or Terminix’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; the risks and
uncertainties discussed in the “Risks and Uncertainties” section in Rentokil Initial’s reports available on the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on its website
at https://www.rentokil-initial.com; and the risks and uncertainties discussed in the “Risk Factors” and “Information
Regarding Forward-Looking Statements” sections in Terminix’s reports filed with the SEC. These risks, as well as other risks
associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus and shareholder proxy circular.
While the list of factors presented here is, and the list of factors to be presented in proxy statement/prospectus and shareholder proxy
circular will be, considered representative, no such list should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present
significant additional obstacles to the realization
of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees
of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations,
financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from
those made in or suggested by the forward-looking statements contained in this communication. Except as required by law, neither Rentokil
Initial nor Terminix assumes any obligation to update or revise the information contained herein, which speaks only as of the date hereof.
Nothing in this announcement should be construed
as a profit estimate or profit forecast. No statement in this announcement, including statements that the transaction is accretive to
earnings per share, or enhancing to operating margins should be interpreted to mean that earnings per share or operating margins of Rentokil
Initial or Terminix for the current or future financial years would necessarily match or exceed the historical published earnings per
share or core operating margins of Rentokil Initial or Terminix.
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