Terminix Moves a Step Closer to Completing the Rentokil Merger, Announces Agreement to Divest U.K. and Norway Businesses & More News Here

MEMPHIS, Tenn., May 09, 2022–(BUSINESS WIRE)–Terminix Global Holdings, Inc. (NYSE: TMX), a main supplier of important termite and pest administration providers to residential and business clients, right this moment introduced it has entered into a definitive settlement to divest its pest administration companies in the U.Ok and Norway (the “Divestment”). These companies are being divested by Terminix as a situation to the closing of its pending merger with Rentokil Initial plc.

The Divestment is predicted to shut in the subsequent 30 to 60 days, topic to restricted closing situations. Terminix expects to report a loss on the sale of those belongings in the interval ending June 30, 2022. Together, the two companies had been anticipated to generate roughly $60 million in income and lower than $10 million in Adjusted EBITDA for the full yr 2022.

“I want to thank the Norway and United Kingdom teams for their dedication and commitment to our Company and customers while at Terminix,” mentioned Terminix CEO Brett Ponton. “Both businesses are well positioned in attractive pest control markets for continued growth and margin expansion under experienced new ownership. Terminix is excited to take another step forward in the pending Rentokil merger as we remain on track for completion in the second half with a targeted closing by the end of the third quarter.”

Completion of the Divestment and the beforehand introduced completion of the antitrust evaluation course of in the US will satisify two of the closing situations to the Company’s pending merger with Rentokil. Remaining situations to be satisified embrace approval by the Company’s and Rentokil’s shareholders, and the registration of Rentokil’s American depository shares with the U.S. Securities and Exchange Commission and their itemizing on the New York Stock Exchange. Both events proceed to make good progress on satisfying these remaining situations and the transaction stays on monitor for completion in the second half of 2022, with a focused closing by the finish of the third quarter.

About Terminix

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Terminix Global Holdings (NYSE: TMX) is a main supplier of residential and business pest management. The Company supplies pest administration providers and safety towards termites, mosquitoes, rodents and different pests. Headquartered in Memphis, Tenn., with greater than 11,500 teammates and 2.9 million clients in 24 international locations and territories, the Company visits greater than 50,000 properties and companies each day. To study extra about Terminix, go to Terminix.com, or LinkedIn.com/firm/terminix.

Additional Information About The Proposed Merger Between Terminix and Rentokil And Where To Find It

In reference to the proposed transaction between Rentokil and Terminix, Rentokil will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration assertion on Form F-4, which can embrace a proxy assertion of Terminix that additionally constitutes a prospectus of Rentokil. Each of Rentokil and Terminix may also file different related paperwork in reference to the proposed transaction. The definitive proxy assertion/prospectus can be despatched to the shareholders of Terminix. Rentokil may also file a shareholder proxy round in reference to the proposed transaction with relevant securities regulators in the United Kingdom and the shareholder proxy round can be despatched to Rentokil’s shareholders. This press launch shouldn’t be a substitute for any registration assertion, proxy assertion/prospectus or different paperwork Rentokil and/or Terminix could file with the SEC in reference to the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF TERMINIX AND RENTOKIL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS AND SHAREHOLDER PROXY CIRCULAR, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN THE UNITED KINGDOM, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration assertion and proxy assertion/prospectus and different paperwork filed by Rentokil and Terminix with the SEC, when filed, can be accessible freed from cost at the SEC’s web site at www.sec.gov. In addition, buyers and shareholders can be in a position to receive free copies of the proxy assertion/prospectus and different paperwork filed with the SEC by Terminix on-line at buyers.terminix.com, upon written request delivered to Terminix at 150 Peabody Pl., Memphis, TN 38103, USA, Attention: Corporate Secretary, or by calling Terminix’s Corporate Secretary’s Office by phone at +1 901-597-1400 or by e-mail at [email protected], and can be in a position to receive free copies of the registration assertion, proxy assertion/prospectus, shareholder proxy round and different paperwork which can be filed with the SEC and relevant securities regulators in the United Kingdom by Rentokil on-line at https://www.rentokil-initial.com, upon written request delivered to Rentokil at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, England, Attention: Katharine Rycroft, or by calling Rentokil by phone at +44 (0) 7811 270734 or by e-mail at [email protected].

This press launch is for informational functions solely and shouldn’t be meant to, and shall not, represent a suggestion to promote or purchase or the solicitation of a suggestion to promote or purchase any securities, nor shall there be any sale of securities in any jurisdiction through which such provide, solicitation or sale can be illegal prior to applicable registration or qualification underneath the securities legal guidelines of any such jurisdiction. No providing of securities shall be made besides by the use of a prospectus assembly the necessities of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation of Proxies

This press launch shouldn’t be a solicitation of proxies in reference to the proposed transaction. However, underneath SEC guidelines, Terminix, Rentokil, and sure of their respective administrators, govt officers and different members of the administration and staff could also be deemed to be members in the solicitation of proxies in reference to the proposed transaction. Information about Terminix’s administrators and govt officers could also be discovered on its web site at company.terminix.com/duty/corporate-governance and in its 2021 Annual Report on Form 10-Ok filed with the SEC on March 1, 2022, accessible at buyers.terminix.com and www.sec.gov. Information about Rentokil’s administrators and govt officers could also be discovered on its web site at https://www.rentokil-initial.com and in its 2021 Annual Report filed with relevant securities regulators in the United Kingdom on March 30, 2022, accessible on its web site at https://www.rentokil-initial.com. These paperwork could be obtained freed from cost from the sources indicated above. Additional info concerning the pursuits of such potential members in the solicitation of proxies in reference to the proposed transaction can be included in the proxy assertion/prospectus and shareholder proxy round and different related supplies filed with the SEC and relevant securities regulators in the United Kingdom after they change into accessible.

Information Regarding Forward-Looking Statements

This press launch incorporates forward-looking statements as that time period is outlined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be recognized by the use of forward-looking phrases comparable to “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,” “predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or different comparable phrases or negatives of those phrases, however not all forward-looking statements embrace such figuring out phrases. Forward-looking statements are based mostly upon present plans, estimates and expectations which can be topic to dangers, uncertainties and assumptions. Should a number of of those dangers or uncertainties materialize, or ought to underlying assumptions show incorrect, precise outcomes could differ materially from these indicated or anticipated by such forward-looking statements. We can provide no assurance that such plans, estimates or expectations can be achieved and subsequently, precise outcomes could differ materially from any plans, estimates or expectations in such forward-looking statements. Important components that might trigger precise outcomes to differ materially from such plans, estimates or expectations embrace: a situation to the closing of the proposed transaction might not be happy; the prevalence of any occasion that can provide rise to termination of the proposed transaction; Rentokil is unable to obtain the synergies and worth creation contemplated by the proposed transaction; Rentokil is unable to promptly and successfully combine Terminix’s companies; administration’s time and consideration is diverted on transaction associated points; disruption from the proposed transaction makes it tougher to preserve enterprise, contractual and operational relationships; the credit score scores of Rentokil declines following the proposed transaction; authorized proceedings are instituted towards Terminix or Rentokil; Terminix or Rentokil is unable to retain or rent key personnel; the announcement or the consummation of the proposed acquisition has a unfavorable impact on the market value of the capital inventory of Terminix or Rentokil or on Terminix’s or Rentokil’s working outcomes; evolving authorized, regulatory and tax regimes; modifications in financial, monetary, political and regulatory situations, in the United Kingdom, the United States and elsewhere, and different components that contribute to uncertainty and volatility, pure and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical uncertainty, and situations which will consequence from legislative, regulatory, commerce and coverage modifications related to the present or subsequent U.S. or U.Ok. administration; the potential of Rentokil or Terminix to efficiently get better from a catastrophe or different enterprise continuity downside due to a hurricane, flood, earthquake, terrorist assault, struggle, battle, pandemic, safety breach, cyber-attack, energy loss, telecommunications failure or different pure or man-made occasion, together with the potential to perform remotely throughout long-term disruptions comparable to the COVID-19 pandemic; the influence of public well being crises, comparable to pandemics (together with the COVID-19 pandemic) and epidemics and any associated firm or governmental insurance policies and actions to shield the well being and security of people or governmental insurance policies or actions to preserve the functioning of nationwide or international economies and markets, together with any quarantine, “shelter in place,” “stay at home,” workforce discount, social distancing, shut down or comparable actions and insurance policies; actions by third events, together with authorities businesses; the danger that disruptions from the proposed transaction will hurt Rentokil’s or Terminix’s enterprise, together with present plans and operations; sure restrictions throughout the pendency of the acquisition which will influence Rentokil’s or Terminix’s potential to pursue sure enterprise alternatives or strategic transactions; Rentokil’s or Terminix’s potential to meet expectations concerning the accounting and tax remedies of the proposed transaction; the dangers and uncertainties mentioned in the “Risks and Uncertainties” part in Rentokil’s studies accessible on the National Storage Mechanism at morningstar.co.uk/uk/NSM and on its web site at https://www.rentokil-initial.com; and the dangers and uncertainties mentioned in the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections in Terminix’s studies filed with the SEC. These dangers, in addition to different dangers related to the proposed transaction, can be extra totally mentioned in the proxy assertion/prospectus and shareholder proxy round. While the listing of things introduced right here is, and the listing of things to be introduced in proxy assertion/prospectus and shareholder proxy round can be, thought of consultant, no such listing needs to be thought of to be a full assertion of all potential dangers and uncertainties. Unlisted components could current important further obstacles to the realization of forward-looking statements. We warning you not to place undue reliance on any of those forward-looking statements as they don’t seem to be ensures of future efficiency or outcomes and that precise efficiency and outcomes, together with, with out limitation, our precise outcomes of operations, monetary situation and liquidity, and the growth of recent markets or market segments through which we function, could differ materially from these made in or recommended by the forward-looking statements contained on this press launch. Neither Rentokil nor Terminix assumes any obligation to replace or revise the info contained herein, which speaks solely as of the date hereof.

Non-GAAP Financial Measures

This press launch incorporates sure non-GAAP monetary measures. Non-GAAP measures shouldn’t be thought of as a substitute to GAAP monetary measures. Non-GAAP measures might not be calculated like or comparable to equally titled measures of different corporations. Adjusted EBITDA, Adjusted Net Income, Adjusted earnings per share, free money movement, free money movement to Adjusted EBITDA conversion charge and natural income development will not be measurements of the Company’s monetary efficiency underneath GAAP and shouldn’t be thought of as a substitute to web revenue, web money offered by working actions from persevering with operations, web earnings from discontinued operations or every other efficiency or liquidity measures derived in accordance with GAAP. Management makes use of these non-GAAP monetary measures to facilitate working efficiency and liquidity comparisons, as relevant, from interval to interval. We consider these non-GAAP monetary measures are helpful for buyers, analysts and different events as they facilitate company-to-company working efficiency and liquidity comparisons, as relevant, by excluding potential variations attributable to variations in capital buildings, taxation, the age and ebook depreciation of amenities and tools, restructuring initiatives and equity-based, long-term incentive plans.

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Contacts

Investor Relations:
Jesse Jenkins
901.597.8259
[email protected]

Media:
James Robinson
901.597.7521
[email protected]

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