Interpool (NYSE:IPX)
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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.