Summary
This 8-K filing by United Rentals, Inc. (URI) on October 5, 2007, primarily addresses a shareholder lawsuit filed on September 28, 2007, by Nathan Brundridge against the company's directors. The lawsuit alleges insufficient disclosure of material facts related to the proposed merger with affiliates of Cerberus Capital Management, L.P., where shareholders are to receive $34.50 per share in cash. The plaintiff seeks to enjoin the shareholder vote and the consummation of the merger. Despite the lawsuit, the company believes it is without merit and intends to defend vigorously. Notably, the filing also mentions that if the merger is completed, existing shareholder derivative lawsuits will likely be dismissed due to lack of standing. Furthermore, two major independent proxy advisory firms, ISS and Glass Lewis, have recommended that United Rentals' stockholders vote "FOR" the adoption of the merger agreement. The special meeting for the shareholder vote is scheduled for October 19, 2007.
Key Highlights
- 1United Rentals announced a definitive merger agreement on July 23, 2007, to be acquired by Cerberus Capital Management, L.P. for $34.50 per share in cash.
- 2A shareholder lawsuit, "Nathan Brundridge vs. Wayland R. Hicks et al.," was filed on September 28, 2007, alleging insufficient disclosure in the proxy statement for the merger.
- 3The Brundridge lawsuit seeks to enjoin the shareholder vote and the consummation of the merger.
- 4United Rentals believes the Brundridge lawsuit is without merit and intends to defend vigorously.
- 5The company anticipates that existing shareholder derivative lawsuits will be dismissed if the merger is consummated due to lack of standing.
- 6Both Institutional Shareholder Services (ISS) and Glass Lewis have recommended that shareholders vote "FOR" the merger agreement.
- 7The special meeting for shareholders to vote on the merger is scheduled for October 19, 2007.