CAI International, Inc. Stockholders Approve Merger Agreement for Acquisition by Mitsubishi HC Capital Inc.
03 September 2021 - 6:05AM
Business Wire
CAI International, Inc. (NYSE: CAI) (“CAI” or the “Company”),
one of the world’s leading transportation finance companies,
announced today that the Company’s common stockholders, at a
special meeting of the Company’s common stockholders held earlier
today (the “Special Meeting”), voted to adopt the previously
announced merger agreement for the acquisition of the Company by
Mitsubishi HC Capital Inc. (“MHC”). Under the terms of the merger
agreement, the Company’s common stockholders will be entitled to
receive $56.00 per share in cash at the closing of the acquisition.
The transaction is expected to close in the late third quarter or
early fourth quarter of 2021.
Upon completion of the acquisition, CAI will become privately
held as a wholly-owned subsidiary of MHC.
According to the final voting results, approximately 75% of the
Company’s outstanding shares of common stock were cast, as of the
close of business on August 2, 2021, the record date for the
Special Meeting, with approximately 99% of the votes cast voting in
favor of the merger agreement.
The consummation of the merger remains subject to the
satisfaction or waiver of certain other closing conditions set
forth in the merger agreement (including completion of the
Migration (as defined in the merger agreement)) and discussed in
detail in the definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission (“SEC”) by the Company on
August 4, 2021 (as supplemented, the “Definitive Proxy
Statement”).
About CAI International, Inc.
CAI is one of the world’s leading transportation finance
companies. As of June 30, 2021, CAI operated a worldwide fleet of
approximately 1.9 million CEUs of containers. CAI operates through
13 offices located in 12 countries including the United States.
Forward-Looking Statements
This communication includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act of 1934, as amended.
All statements included in this communication, other than
statements of historical fact, are forward-looking statements.
Statements about the expected timing, completion and effects of the
proposed merger and related transactions and all other statements
in this communication, other than historical facts, constitute
forward-looking statements. When used in this communication, the
words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,”
“estimate,” “may,” “will” or similar words are intended to identify
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause the actual results to
differ materially from such forward-looking statements. The Company
may not be able to complete the proposed merger on the terms
described herein or other acceptable terms or at all because of a
number of factors, including, but not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, (2) the
failure to satisfy the closing conditions in the merger agreement
(including the Migration (as defined in the Definitive Proxy
Statement)), (3) the potential for regulatory authorities to
require divestitures, behavioral remedies or other concessions in
order to obtain their approval of the proposed merger, (4) risks
related to disruption of management’s attention from the Company’s
ongoing business operations due to the proposed merger, (5) the
effect of the announcement of the proposed merger on the ability of
the Company to retain and hire key personnel and maintain
relationships with its customers, suppliers, operating results and
business generally, (6) the proposed merger may involve unexpected
costs, liabilities or delays, (7) the Company’s business may suffer
as a result of the uncertainty surrounding the proposed merger,
including the timing of the consummation of the proposed merger,
(8) the outcome of any legal proceeding relating to the proposed
merger, (9) the Company may be adversely affected by other
economic, business and/or competitive factors, including, but not
limited to, those related to COVID-19, and (10) other risks to
consummation of the proposed merger, including the risk that the
proposed merger will not be consummated within the expected time
period or at all, which may adversely affect the Company’s business
and the price of the common stock.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements represent the Company’s views as of the date on which
such statements were made. The Company anticipates that subsequent
events and developments may cause its views to change. However,
although the Company may elect to update these forward-looking
statements at some point in the future, it specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing the Company’s views as of any
date subsequent to the date hereof. Additional factors that may
affect the business or financial results of the Company are
described in the risk factors included in the Company’s filings
with the SEC, including the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020, filed with the SEC on March
1, 2021, as updated by the Company’s subsequent filings with the
SEC. The Company expressly disclaims a duty to provide updates to
forward-looking statements, whether as a result of new information,
future events or other occurrences, except as required by
applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210902005838/en/
CAI International, Inc. David Morris Vice President, Chief
Accounting Officer Tel: +1-415-788-8104
CAI (NYSE:CAI)
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