Electro Rent : Proxy Statement - Merger or Acquistion (preliminary)

ELECTRO RENT CORP ELECTRO RENT CORP FORM PREM14A

(Proxy Statement - Merger or Acquistion (preliminary))

Filed 06/07/16 for the Period Ending 06/07/16

Address 6060 SEPULVEDA BLVD

VAN NUYS, CA 91411-2512

Telephone 8187872100

CIK 0000032166

Symbol ELRC

SIC Code 7359 - Equipment Rental and Leasing, Not Elsewhere Classified Industry Rental & Leasing

Sector Services Fiscal Year 05/31

http://www.edgar-online.com

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Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant 

Check the appropriate box:

 Preliminary Proxy Statement

• Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials

• Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

  Electro Rent Corporation

  (Name of Registrant as Specified In Its Charter)

  (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

  Payment of Filing Fee (Check the appropriate box):

• No fee required.

   Fee computed on table below per Exchange Act Rules 14a 6(i)(1) and 0-11.

• Title of each class of securities to which transaction applies:

  Common Stock, no par value, of Electro Rent Corporation

• Aggregate number of securities to which transaction applies:

  24,653,625 shares of common stock, which consists of (A) 24,195,408 shares of common stock issued and outstanding, and (B) 458,217 shares of common stock issuable pursuant to all outstanding restricted stock units.

• Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

  The filing fee was determined by multiplying 0.0001007 by $323,455,560, which is the product of 24,653,625 shares of Electro Rent Corporation common stock and the merger consideration of $13.12 per share.

• Proposed maximum aggregate value of transaction:

  $323,455,560

• Total fee paid:

  $32,572

• Fee paid previously with preliminary materials.

• Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

2. Form, Schedule or Registration Statement No.:

3. Filing Party:

4. Date Filed:

Table of Contents

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION - DATED

JUNE 7, 2016

ELECTRO RENT CORPORATION 6060 SEPULVEDA BOULEVARD VAN NUYS, CALIFORNIA 91411

You are cordially invited to attend a special meeting of the shareholders of Electro Rent Corporation, a California corporation ("ELRC," the "Company," "we," "our" or "us"), which we will hold on [ ], 2016, at [ ], at [ ], local time.

This proxy statement and the form of the proxy are dated [ ], 2016 and are first being sent to ELRC's shareholders on or about [ ], 2016.

On May 27, 2016, the Company entered into an Agreement and Plan of Merger (the "merger agreement") providing for the acquisition of the Company by Elecor Intermediate Holding II Corporation ("Parent"). Pursuant to the merger agreement, Elecor Merger Corporation, a California corporation and a wholly- owned subsidiary of Parent ("Merger Sub"), will merge with and into ELRC, with ELRC surviving the merger as a wholly-owned subsidiary of Parent (the "merger"). Following the merger, ELRC will cease to be a publicly traded company. Parent and Merger Sub are affiliates of Platinum Equity LLC.

At the special meeting, you will be asked to consider and vote upon the following: (i) a proposal to adopt the merger agreement and approve the transactions contemplated thereby, including the merger (which we refer to as the "merger agreement proposal"); (ii) an advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of ELRC in connection with the merger; and (iii) a proposal to approve the adjournment of the special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes at the time of the special meeting to approve the merger agreement proposal.

If the merger is completed, each share of ELRC common stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Parent and Merger Sub, ELRC and any of their respective direct and indirect subsidiaries and by holders who are entitled to and properly exercise dissenters' rights under California law) will be cancelled and converted into the right to receive $13.12 in cash (the "per share merger consideration"), without interest and less applicable withholding taxes. The per share merger consideration represents a premium of approximately 24.4% to ELRC's closing stock price on May 27, 2016, the last full trading day before the public announcement of the merger.

The ELRC board of directors formed a special committee of three disinterested and independent directors to, among other things, review and evaluate the merger agreement and the transactions contemplated thereby, including the merger. The ELRC board of directors, upon the unanimous recommendation of the special committee, has unanimously approved the merger agreement and determined that the merger agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of ELRC and its shareholders. The ELRC board of directors unanimously recommends that ELRC's shareholders vote "FOR" the merger agreement proposal. Additionally, the ELRC board of directors unanimously recommends that ELRC's shareholders vote "FOR" the advisory (non-binding) proposal to approve specified compensation that may become payable to the named executive officers of ELRC in connection with the merger, and "FOR" the proposal to adjourn the special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes at the time of the special meeting to approve the merger agreement proposal.

In considering the recommendation of the ELRC board of directors, you should be aware that some of ELRC's directors and executive officers have interests in the merger that are different from, or in addition to, shareholders generally.