Item 8.01. Other Events
On June 10, 2020, Mobile Mini, Inc. (the "Company" or "Mobile Mini") announced
that the Company's Board of Directors declared a cash dividend of 30.3 cents per
share, which will be paid on June 30, 2020 to shareholders of record as of June
20, 2020.
As previously disclosed, on March 1, 2020, the Company, WillScot Corporation and
Picasso Merger Sub, Inc. entered into an Agreement and Plan of Merger (as
amended from time to time, the "Merger Agreement") pursuant to which, subject to
the satisfaction or waiver of certain customary closing conditions, Merger Sub
will be merged with and into Mobile Mini, with Mobile Mini surviving as a
wholly-owned subsidiary of WillScot (the "Merger" or the "Proposed
Transaction"). The Merger is expected to close early in the third quarter of
2020, subject to customary closing conditions, including receipt of stockholder
approvals from the Company's and WillScot's stockholders. The declaration and
payment of the cash dividend is permitted under the Merger Agreement and is not
contingent on the closing of the Merger.
Additional Information and Where to Find It
Additional information about Mobile Mini can be found on the Investor Relations
section of Mobile Mini's website at www.mobilemini.com.
Important Information About the Proposed Transaction
In connection with the Proposed Transaction, WillScot filed a registration
statement on Form S-4 (No. 333-237746), which includes the Joint Proxy
Statement/Prospectus. The registration statement was declared effective by the
SEC on May 5, 2020, and Mobile Mini and WillScot commenced mailing the Joint
Proxy Statement/Prospectus on or about May 8, 2020. Each party will file other
documents regarding the Proposed Transaction with the SEC. No offering of
securities shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING THE PROPOSED TRANSACTION. Investors and security holders
are able to obtain these documents (if and when available) free of charge from
the SEC's website at www.sec.gov. The documents filed by WillScot with the SEC
may also be obtained free of charge from WillScot by requesting them by mail at
WillScot Corporation, 901 S. Bond Street, Suite 600, Baltimore, Maryland 21231.
The documents filed by Mobile Mini may also be obtained free of charge from
Mobile Mini by requesting them by mail at Mobile Mini, Inc., 4646 E. Van Buren
Street, Suite 400, Phoenix, Arizona 85008.
Participants in the Solicitation
WillScot, Mobile Mini, their respective directors and executive officers and
other members of management and employees and certain of their respective
significant stockholders may be deemed to be participants in the solicitation of
proxies in respect of the Proposed Transaction. Information about WillScot's
directors and executive officers is available in WillScot's proxy statement,
dated March 20, 2020, as supplemented by the supplement
dated April 13, 2020, for the 2020 Annual Meeting and WillScot's Annual Report
on Form 10-K for the fiscal year ended December 31, 2019, which was filed with
the SEC on March 2, 2020. Information about Mobile Mini's directors and
executive officers is available in Mobile Mini's proxy statement, dated
March 16, 2020 as supplemented by the supplement dated April 10, 2020, for its
2020 Annual Meeting of Stockholders and Mobile Mini's Annual Report on Form 10-K
for the fiscal year ended December 31, 2019, which was filed with the SEC on
February 3, 2020. Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the proxy solicitation and a description of
their direct and indirect interests, by security holding or otherwise, is
contained in the Joint Proxy Statement/Prospectus and other relevant materials
filed with the SEC regarding the Proposed Transaction. Investors should read the
Joint Proxy Statement/Prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents from the
SEC, WillScot or Mobile Mini as indicated above.
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No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
99.1 Press Release dated June 10, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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