Neff Corporation announced that its Board of Directors has determined that an acquisition proposal received from a strategic bidder to acquire all of the outstanding shares of Neff common stock for $25.00 per share in cash constitutes a “Superior Proposal” as such term is defined in the Company’s previously announced agreement and plan of merger with H&E Equipment Services, Inc.
The definitive terms and conditions of a merger agreement and other related agreements detailing the acquisition proposal have been fully negotiated, and such agreements are subject only to execution by the Company. In making its determination that the bidder's proposal constitutes a Superior Proposal, the Board consulted with its independent financial advisor and outside legal counsel.
Under the terms of the Existing Merger Agreement, H&E agreed to acquire all of the outstanding shares of Neff common stock for $21.07 per share in cash, subject to certain potential downward adjustments.
The Company has provided notice to H&E of the Board’s determination that the proposal constitutes a Superior Proposal. Under the Existing Merger Agreement, H&E has certain matching rights, including the right to propose modifications to the terms of the Existing Merger Agreement and related agreements prior to the expiration of a five business day period. The Company is required to, and intends to, negotiate in good faith with H&E during this period.
Under the Existing Merger Agreement, the Company is required to pay a $13.2 million termination fee to H&E if the Company terminates the Existing Merger Agreement in order to enter into an agreement with the bidder. The bidder has agreed to pay the termination fee to H&E on the Company’s behalf in such event.
The Company’s Board has not changed its recommendation in support of the H&E merger. There can be no assurance that a transaction with the bidder will result from the bidder’s offer or that any other transaction will be consummated.
