the Offer (the “Offer Acceptance Time”) and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Merger Sub will merge with and into GFN (the “Merger”), with GFN continuing as the surviving corporation in the Merger and following the Preferred Stock Redemptions (as defined below), as a wholly-owned subsidiary of URNA. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive the Offer Price, without interest, less any applicable withholding of taxes, except for Shares then owned by URNA, Merger Sub or GFN, which Shares will be canceled and will cease to exist, and no consideration will be delivered in exchange therefor. At the Effective Time, each share of GFN preferred stock issued and outstanding immediately prior to the Effective Time will remain an issued and outstanding share of preferred stock of the surviving corporation, having the same terms and conditions as of immediately prior to the Effective Time, and will not be affected by the Merger. Following the Effective Time, URNA and Merger Sub will redeem all outstanding preferred stock of the surviving corporation in accordance with their terms (the “Preferred Stock Redemptions”).
4. After careful consideration, the board of directors of GFN has, at a duly convened and held meeting, unanimously: (i) approved and declared advisable the Merger Agreement, the transactions contemplated by the Merger Agreement, including the Offer and the Merger, and the execution, delivery and performance by GFN of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (ii) resolved that the Merger shall be effected under Section 251(h) of the DGCL and consummated as soon as practicable following the consummation of the Offer; and (iii) recommended that GFN’s stockholders accept the Offer and tender their Shares in the Offer.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New York time, at the end of the day of Friday, May 21, 2021, unless the Offer is extended.
6. The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) the number of Shares validly tendered (and not properly withdrawn) prior to the Expiration Date (excluding Shares tendered pursuant to guaranteed delivery procedures that were not received prior to the Expiration Date) together with the Shares then owned by Merger Sub, representing at least one Share more than 50% of the then outstanding Shares; (ii) the statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and, if applicable, any contractual waiting periods under any timing agreements with governmental entities with jurisdiction over enforcement of any applicable antitrust laws applicable to the transactions contemplated by the Merger Agreement having expired or been earlier terminated; (iii) receipt by URNA and Merger Sub of certain foreign investment approval by Australia and New Zealand authorities; and (iv) other customary conditions as described in the Offer to Purchase. After the Offer Acceptance Time and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, URNA, Merger Sub and GFN will cause the Merger to become effective without a meeting of the stockholders of GFN in accordance with Section 251(h) of the DGCL.
7. Any transfer taxes applicable to the sale of Shares to Merger Sub pursuant to the Offer will be paid by Merger Sub, except as otherwise provided in the Letter of Transmittal.
If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.
Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Date.
The Offer is not being made to (and no tenders will be accepted from or on behalf of) holders of Shares in any state in which the making of the Offer or acceptance thereof would not be in compliance with
