New Bidder Tops H&E Equipment Services’ Offer for Neff Corp.

Neff Corp. announced today that its board of directors received an acquisition proposal from a “strategic bidder” for $25 per share, superior to its previously announced acquisition proposal from H&E Equipment Services. H&E and Neff had previously agreed that H&E would acquire Neff for $21.07 per share in cash.

The original merger agreement last month included a “go-shop” period through Aug. 20, during which Neff, with the assistance of its financial and legal advisors, could solicit alternative acquisition proposals.

Neff has provided notice to H&E of its board’s determination that the proposal constitutes a “superior proposal.” Under the existing merger agreement, H&E has certain matching rights, including the right to propose modifications to the terms of the existing merger agreement and related agreements prior to the expiration of a five-day business-day period. Neff is required to, and said it intends to, negotiate in good faith with H&E during this period.

Under the existing merger agreement, Neff is required to pay a $13.2 million termination fee to H&E if the company terminates the existing merger agreement in order to enter into an agreement with the bidder. The bidder has agreed to pay the termination fee to H&E on the company’s behalf if that occurs.

Neff’s board has not changed its recommendation in support of the H&E merger, and there is no assurance that a transaction with the new bidder will result in an agreement.

According to a KeyBanc analyst, as reported by Bloomberg, Sunstate Equipment is the most likely bidder for Neff Corp. However, Sunstate Equipment CEO Chris Watts told RER that Sunstate Equipment is not the bidder.