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FOR IMMEDIATE
RELEASE: May 24, 2006
NES Rentals
to be Acquired by Affiliates of Diamond Castle Holdings, LLC
CHICAGO, IL
– NES Rentals Holdings, Inc., one of the nation’s largest aerial
and general equipment rental and traffic safety services providers,
announced today that it has concluded its strategic review process.
The Company has signed a definitive agreement to be acquired by
affiliates of Diamond Castle Holdings, LLC, a New York-based private
equity firm, in a transaction valued at approximately $850 million
including the assumption of certain liabilities.
Under the terms
of the agreement, Diamond Castle will acquire all of the outstanding
common stock of NES Rentals for $18.75 per share in cash. The purchase
price per share represents a 42% premium to the Company’s closing
price per share of $13.25 on January 12, 2006, the day on which
the Company announced it would explore strategic alternatives.
NES Rentals
Chairman and Chief Executive Officer Andrew Studdert said the implementation
of a series of operating and revenue initiatives during the past
two years has improved return on investment. “After undergoing significant
change in recent years, NES Rentals has emerged as a well-positioned
and profitable business,” he said. “The progress we have made allowed
us to be in a position to consider options to unlock the value of
our Company.”
In December
2005, the Company’s Board of Directors retained Bear, Stearns &
Co. Inc. to assist in reviewing strategic alternatives. Studdert
said this review included consideration of a variety of options,
including the sale of the Company. “As part of this effort, the
Board undertook a wide-ranging auction process ultimately resulting
in the decision that the offer from Diamond Castle is in the best
interests of the Company and its shareholders. When completed, this
deal will allow NES Rentals to continue to meet and exceed the high
standards we’ve established for customer service, quality equipment
and financial growth.” Bear, Stearns & Co. Inc. and Houlihan Lokey
Howard & Zukin each provided fairness opinions on the transaction
to the Board of Directors.
Completion
of the sale is expected within 60 days. It is contingent upon customary
closing conditions, including regulatory approvals, delivery of
the committed financing, and the approval of NES Rentals’ stockholders.
NES Rentals has scheduled a special meeting of stockholders to vote
on the proposed transaction that will be held on June 23, 2006.
NES Rentals set a record date of May 26, 2006 for the special meeting.
Studdert has
agreed to continue on in his capacity as Chief Executive Officer
and Chairman of the Board following the completion of the transaction.
Diamond Castle expects to retain NES Rentals’ company name, management
team and product lines.
Bear, Stearns
& Co. Inc. acted as exclusive financial advisor to NES Rentals Holdings,
Inc. Kirkland & Ellis LLP acted as legal counsel to NES Rentals
Holdings, Inc. Banc of America Securities LLC acted as exclusive
financial advisor to Diamond Castle. Gibson, Dunn & Crutcher LLP
acted as legal counsel to Diamond Castle. In addition, Deutsche
Bank Securities, Inc. is leading the syndicate to deliver the committed
financing for the acquisition.
About NES
Rentals Holdings, Inc.
NES Rentals
Holdings, Inc. is one of the largest companies in the $29 billion
equipment rental industry. The company focuses on renting specialty
and general equipment to industrial and construction end-users.
It rents more than 750 types of machinery and equipment, and distributes
new equipment for nationally recognized original equipment manufacturers.
NES Rentals also sells used equipment as well as complementary parts,
supplies and merchandise, and provides repair and maintenance services
to its customers. In addition to the rental business, NES Rentals
is the second largest supplier of traffic and safety services to
the construction industry. The company is a leading competitor in
many of the geographic markets it reaches from its approximately
120 locations in 34 states. For more information on NES Rentals,
visit www.nesrentals.com.
About Diamond
Castle Holdings, LLC
Diamond Castle
Holdings, LLC is a private equity investment firm founded in 2004
by Larry Schloss, the former Global Head of CSFB Private Equity
and Chairman of DLJ Merchant Banking Partners, and four former managing
directors of DLJ Merchant Banking. Diamond Castle has 22 employees
located in New York and focuses on investments in the power, financial
services, media and telecom, healthcare, and industrial sectors.
For more information on Diamond Castle Holdings, visit www.diamondcastleholdings.com.
CONTACT: Michael
Disser, Vice President, Marketing
NES Rentals Holdings, Inc.
Phone: 773.695.2715
mdisser@nesrentals.com
Except for the
historical information and discussions contained herein, statements
contained in this release may constitute forward-looking statements
that invoke known and unknown risks, uncertainties, and other factors
that may cause our actual results, performance or achievements to
be materially different from those projected in forward-looking
statements made by, or on behalf of, us. In some cases, you can
identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “continue,” “projects,” “intends,”
“prospects,” “priorities,” or the negative of such terms or similar
terminology.
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