RSC Holdings Inc. : RSC Holdings Announces Record Date and Special Meeting to Vote on the Merger Agreement with United Rentals
03/22/2012| 03:05pm US/Eastern

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RSC Holdings Inc. (NYSE: RRR) ("RSC Holdings") today announced that it
has established a record date and meeting date for the special meeting
of its stockholders to consider and vote upon a proposal to adopt the
Agreement and Plan of Merger, dated as of December 15, 2011, by and
between RSC Holdings and United Rentals, Inc. ("United Rentals"),
pursuant to which RSC Holdings will be merged with and into United
Rentals, with United Rentals continuing as the surviving corporation of
the merger.
The special meeting will be held on Friday, April 27, 2012 at 8:00 a.m.,
Mountain Standard Time, at the Scottsdale Marriott at McDowell
Mountains, 16770 North Perimeter Drive, Scottsdale, Arizona 85260. The
record date for determining the stockholders who owned RSC Holdings
common stock entitled to notice of, to vote at, and to attend the
special meeting will be the close of business on Thursday, March 22,
2012.
RSC Holdings and United Rentals currently expect to close the merger on
or about April 30, 2012.
About RSC Holdings
RSC Holdings Inc. (NYSE: RRR), based in Scottsdale, Arizona, is the
holding company for the operating entity RSC Equipment Rental, Inc.
("RSC"), which is a premier provider of rental equipment in North
America, servicing the industrial, maintenance and non-residential
construction markets with $2.7 billion of equipment at original cost.
RSC offers superior equipment availability, reliability and 24x7 service
to customers through an integrated network of 440 branch locations
across 43 states in the United States and three provinces in Western
Canada. Customer solutions to improve efficiency and reduce cost include
the proprietary Total Control® rental management software, Mobile Tool
Rooms™ and on-site rental locations. With over 4,700 employees committed
to safety and sustainability, RSC delivers the best value and industry
leading customer service. All information is as of December 31, 2011.
Additional information about RSC is available at www.RSCrental.com.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains "forward-looking" statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, known
as the PSLRA. These statements, as they relate to United Rentals or RSC
Holdings, the management of either such company or the transaction,
involve risks and uncertainties that may cause results to differ
materially from those set forth in the statements. These statements are
based on current plans, estimates and projections, and therefore, you
should not place undue reliance on them. No forward-looking statement
can be guaranteed, and actual results may differ materially from those
projected. United Rentals and RSC Holdings undertake no obligation to
publicly update any forward-looking statement, whether as a result of
new information, future events or otherwise. Forward-looking statements
are not historical facts, but rather are based on current expectations,
estimates, assumptions and projections about the business and future
financial results of the equipment rental industries, and other legal,
regulatory and economic developments. We use words such as
"anticipates," "believes," "plans," "expects," "projects," "future,"
"intends," "may," "will," "should," "could," "estimates," "predicts,"
"potential," "continue," "guidance," and similar expressions to identify
these forward-looking statements that are intended to be covered by the
safe harbor provisions of the PSLRA. Actual results could differ
materially from the results contemplated by these forward-looking
statements due to a number of factors, including, but not limited to,
those described in the documents United Rentals and RSC Holdings have
filed with the U.S. Securities and Exchange Commission (the "SEC") as
well as the possibility that (1) United Rentals and RSC Holdings may be
unable to obtain stockholder or regulatory approvals required for the
proposed transaction or may be required to accept conditions that could
reduce the anticipated benefits of the merger as a condition to
obtaining regulatory approvals; (2) the length of time necessary to
consummate the proposed transaction may be longer than anticipated; (3)
problems may arise in successfully integrating the businesses of United
Rentals and RSC Holdings; (4) the proposed transaction may involve
unexpected costs; (5) the businesses may suffer as a result of
uncertainty surrounding the proposed transaction; and (6) the industry
may be subject to future risks that are described in the "Risk Factors"
section of the Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and other documents filed from time to time with the SEC by United
Rentals and RSC Holdings. Neither United Rentals nor RSC Holdings gives
any assurance that either United Rentals or RSC Holdings will achieve
its expectations and neither United Rentals nor RSC Holdings assumes any
responsibility for the accuracy and completeness of the forward-looking
statements.
The foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and uncertainties
that affect the businesses of United Rentals and RSC Holdings described
in the "Risk Factors" section of their respective Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and other documents filed from time
to time with the SEC. All forward-looking statements included in this
document are based upon information available to United Rentals and RSC
Holdings on the date hereof, and neither United Rentals nor RSC Holdings
assumes any obligation to update or revise any such forward-looking
statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and is not an
offer to purchase nor a solicitation of an offer to sell securities. The
solicitation and the offer to purchase shares of RSC Holdings common
stock will be made pursuant to a registration statement and joint proxy
statement/prospectus forming a part thereof filed with the SEC. A
preliminary version of the registration statement and joint proxy
statement/prospectus was filed with the SEC by United Rentals on January
17, 2012, and has been subsequently amended. The preliminary version is
not yet final and will be amended. Neither this communication nor the
preliminary registration statement and joint proxy statement/prospectus
filed with the SEC is a substitute for the definitive version of the
registration statement and joint proxy statement/prospectus or any other
documents that United Rentals or RSC Holdings may file with the SEC or
send to its stockholders in connection with the proposed transaction.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE DEFINITIVE VERSION OF THE REGISTRATION STATEMENT AND
JOINT PROXY STATEMENT/PROSPECTUS AFTER IT HAS BEEN DECLARED EFFECTIVE
AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE
SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
You will be able to obtain a free copy of the preliminary joint proxy
statement/prospectus, the definitive version of the joint proxy
statement/prospectus (when available), as well as other filings
containing information about United Rentals and RSC Holdings, at the
SEC's website at http://www.sec.gov.
You will also be able to obtain these documents, free of charge, when
filed, by directing a request by mail or telephone to RSC Holdings Inc.,
Attn: Investor Relations, 6929 East Greenway Parkway, Suite 200,
Scottsdale, AZ 85254, telephone: (480) 281-6956, or from our website, www.RSCrentals.com.
Participants in Solicitation
RSC Holdings and its directors and executive officers and certain
members of management and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of RSC Holdings in
connection with the proposed transaction. Information about the
directors and executive officers of RSC Holdings and their ownership of
RSC Holdings common stock is set forth in the proxy statement for the
RSC Holdings' 2011 annual meeting of stockholders, as filed with the SEC
on Schedule 14A on March 16, 2011. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading the
joint proxy statement/prospectus regarding the proposed transaction. You
may obtain free copies of this document as described in the preceding
paragraph.

RSC Holdings Inc.
Investor/Analyst Contacts:
Scott
Huckins, 480-281-6956
VP ? Treasurer
Scott.Huckins@RSCRental.com
or
Media
Contact:
Chenoa Taitt, 212-223-0682
© Business Wire 2012
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