MEMPHIS, Tenn.--(BUSINESS WIRE)--July 24, 2007--Clayton, Dubilier
& Rice (CD&R) announced today the completion of a merger transaction
providing for the acquisition of The ServiceMaster Company (NYSE:SVM)
by ServiceMaster Global Holdings, Inc., a holding company owned by
CD&R-managed funds and other investors. ServiceMaster stockholders had
approved the adoption of the merger agreement at a special stockholder
meeting on June 28, 2007. Pursuant to the merger, ServiceMaster's
stockholders are entitled to receive $15.625 in cash, without
interest, for each share of common stock that they owned immediately
prior to the effective time of the merger. The transaction is valued
at $5.5 billion.
As previously announced, George W. Tamke, a CD&R Operating
Partner, has assumed the position of Chairman of the ServiceMaster
Global Holdings Board of Directors. J. Patrick Spainhour will continue
to serve as Chief Executive Officer of ServiceMaster and will be the
Chief Executive Officer of ServiceMaster Global Holdings.
"We believe ServiceMaster's market leadership in outsourcing
services provides a strong foundation to build an even more valuable
company," said Mr. Tamke. "We are pleased to be working with
ServiceMaster's management team on a range of operating and marketing
initiatives to move the company forward to the next level of
profitable growth."
"As a private enterprise, our focus will remain on building
superior customer relationships, while maintaining the core values
that have been the foundation of our company," said Mr. Spainhour. "We
are ready to take full advantage of the new ownership structure that
will allow us to move faster in developing and delivering industry
leading products and customer service."
Computershare Inc. has been appointed as the paying agent for
payment of the merger consideration. Stockholders with inquiries
regarding the merger payment process should contact Computershare at
888-834-0744. As a result of the completion of the merger,
ServiceMaster's shares will no longer trade on the New York Stock
Exchange.
About Clayton, Dubilier & Rice, Inc.
Clayton, Dubilier & Rice, Inc. (CD&R) is a leading private equity
investment firm that has earned consistent, superior investment
returns using an integrated operational and financial approach to
building and growing portfolio businesses. Since its founding in 1978,
CD&R has managed the investment of $10 billion in 41 U.S. and European
subsidiaries or divisions of large multi-business corporations with
revenues exceeding $60 billion, representing an aggregate transaction
value of approximately $50 billion. CD&R is based in New York and
London. For more information about CD&R, visit www.cdr-inc.com.
About ServiceMaster
ServiceMaster currently serves residential and commercial
customers through a network of over 5,500 company-owned locations and
franchised licenses. The Company's brands include TruGreen, TruGreen
LandCare, Terminix, American Home Shield, InStar Services Group,
ServiceMaster Clean, Merry Maids, Furniture Medic, and AmeriSpec. The
core services of the Company include lawn care and landscape
maintenance, termite and pest control, home warranties, disaster
response and reconstruction, cleaning and disaster restoration, house
cleaning, furniture repair, and home inspection.
"Safe Harbor" Statement under Private Securities Litigation Reform
Act of 1995
This release includes "forward-looking statements" within the
meaning of the federal securities laws, which involve risks and
uncertainties. Forward-looking statements include all statements that
do not relate solely to historical or current facts, and you can
identify forward-looking statements because they contain words such as
"believes", "expects", "may", "will", "should", "seeks",
"approximately", "intends", "plans", "estimates", "projects" or
"anticipates" or similar expressions that concern our strategy, plans
or intentions. Any statements made relating to our estimated and
projected earnings, margins, cost savings, expenditures, cash flows,
growth rates, strategies and financial results are forward-looking
statements. These forward-looking statements are subject to risks and
uncertainties that may change at any time, and, therefore, our actual
results may differ materially from those that we expected. Many of our
forward-looking statements are derived from our operating budgets and
forecasts, which are based upon many detailed assumptions. While we
believe that our assumptions are reasonable, we caution that it is
very difficult to predict the impact of known factors, and, of course,
it is impossible for us to anticipate all factors that could affect
its actual results.
Some of the important factors that could cause actual results to
differ materially from our expectations are more fully disclosed in
ServiceMaster's most recent Annual Report on Form 10-K, as amended,
and its Quarterly Report for the period ended March 31, 2007. All
subsequent written and oral forward-looking statements attributable to
us, or persons acting on its behalf, are expressly qualified in their
entirety by the cautionary statements. We assume no obligation to
publicly update or revise any forward-looking statement as a result of
new information or future events, except as otherwise required by law.
Factors that could cause actual results to differ materially from
those expressed or implied in a forward-looking statement may include
the following (among others): the impact of substantial indebtedness
that ServiceMaster incurred to finance the consummation of the merger;
ServiceMaster's ability to generate the significant amount of cash
needed to service its debt obligations; increases in interest rates;
weather conditions and seasonality factors that affect the demand for
ServiceMaster's services; changes in the source and intensity of
competition in its markets; higher fuel prices; increases in operating
costs, such as higher insurance premiums, self-insurance costs and
health care claim costs; labor shortages or increases in wages and
salaries; the risk that the benefits from the merger may not be fully
realized or may take longer to realize than expected; changes in
general economic conditions in the United States, especially as they
may affect home resales, consumer confidence or spending levels;
changes in the type or mix of our service offerings or products;
governmental regulation, including telemarketing restrictions and
environmental restrictions on pesticides and fertilizers; the
successful consolidation of ServiceMaster's headquarters in Memphis
and its ability to recruit senior functional management personnel;
changes in the estimated recoverable amounts of receivables related to
hurricane disaster recovery work; the costs and effects of legal or
administrative proceedings; risks inherent in acquisitions; and other
factors described from time to time in documents filed by
ServiceMaster with the Securities and Exchange Commission.