Mitsubishi HC Capital snaps up CAI International in $2.9bn (EV) deal

PRESS RELEASE 

CAI International, Inc. Enters into Definitive Agreement to be Acquired by Mitsubishi HC Capital Inc.

Purchase Price of $56.00 per Common Share in Cash

June 17, 2021 07:34 PM Eastern Daylight Time

SAN FRANCISCO–(BUSINESS WIRE)–CAI International, Inc. (NYSE: CAI) (“CAI” or the “Company”), one of the world’s leading transportation finance companies, announced today that it has entered into a definitive agreement to be acquired by Mitsubishi HC Capital Inc. (“MHC”). Under the terms of the merger agreement with MHC (the “Merger Agreement”), MHC will acquire all of CAI’s outstanding and fully diluted common stock in an all-cash transaction for $56.00 per share, which represents a total equity value of approximately $1.1 billion, consisting of $104 million (par value) of preferred stock and $986 million of common stock equity value, assuming a fully-diluted share count of 17.6 million based on the treasury stock method, and an enterprise value [EV] of $2.9 billion, based on balance sheet information included in the Company’s most recent Quarterly Report on Form 10-Q as of March 31, 2021.

David Remington, Chairman of the CAI Board of Directors commented, “After a review of strategic alternatives by our Board of Directors, we are pleased to reach this agreement with MHC, which we believe is in the long-term best interests of our shareholders. This merger is the culmination of discussions that started in Fall of 2019. During those discussions we have been most impressed by the vision of MHC, a vision shared by Hiromitsu Ogawa, who founded CAI over 30 years ago. Mr. Ogawa built a world class container leasing company by focusing on delivering value to customers and we are pleased that this vision will endure. We believe our shipping line customers and manufacturing partners will most certainly benefit from the scale and financial strength of the merged company.”

The cash consideration of $56.00 per share of common stock represents a 46.8% premium over CAI’s closing stock price today, June 17, 2021, and a 31.3% premium over the volume weighted average share price during the 60 trading days ended June 17, 2021. Holders of the Company’s Series A and Series B preferred stock will receive cash equal to $25.00 per share of preferred stock plus all accrued and unpaid dividends as of the date the merger is consummated.

CAI’s Board of Directors has unanimously approved the transaction. The transaction, which is currently expected to close in the late third quarter or early fourth quarter of 2021, is subject to customary closing conditions, including approval by CAI’s stockholders, and receipt of certain regulatory and lender approvals, as well as the migration of the jurisdiction of certain of the Company’s subsidiaries to the United States. The transaction is not contingent on receipt of financing by MHC.

CAI will continue to pay quarterly non-pro-rated dividends at $0.30 per share per quarter until the closing of the transaction. Following the closing, shares of capital stock of CAI will no longer be listed on the New York Stock Exchange.

The Board of Directors has also unanimously voted to promote Timothy Page from Interim President and Chief Executive Officer to President and Chief Executive Officer.

Timothy Page, President and Chief Executive Officer of CAI remarked, “Over the past year, we have delivered on the commitment we made to our shareholders to return CAI’s focus to its core container leasing business. Executing on that strategy put CAI in position to partner with MHC, a strong, quality, global financial organization. Going forward, the combination of CAI and MHC will allow MHC to leverage CAI’s global marketing and operational expertise, and along with MHC’s existing container investments will provide enhanced value to MHC’s container leasing customers, suppliers, employees, and other stakeholders. After the closing of the transaction, MHC expects to retain CAI’s existing management team and employees. CAI’s headquarters will remain in San Francisco.”

Given the pending transaction, CAI will not host a second quarter earnings call and will not release its second quarter financial results for the period ended June 30, 2021, until CAI files its second quarter Quarterly Report on Form 10-Q.

Centerview Partners LLC is acting as the exclusive financial advisor to CAI, and Perkins Coie LLP is acting as CAI’s legal advisor.

About CAI International, Inc.

CAI is one of the world’s leading transportation finance companies. As of March 31, 2021, CAI operated a worldwide fleet of approximately 1.8 million CEUs of containers. CAI operates through 13 offices located in 12 countries including the United States.

About Mitsubishi HC Capital Inc.

Mitsubishi HC Capital Inc. (f.k.a. Mitsubishi UFJ Lease & Finance Company Limited) is a Japanese public company traded on the First Section of the Tokyo Stock Exchange and Nagoya Stock Exchange. MHC was established through the merger of Mitsubishi UFJ Lease and Finance Limited and Hitachi Capital Corporation on April 1, 2021. The merger resulted in a combined company having total assets of JPY 9.7 trillion ($89 billion), making it the second largest leasing company in Japan with an extensive and complementary lineup of business. MHC’s credit is rated A3 and A-, by Moody’s and S&P, respectively.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements included in this press release, other than statements of historical fact, are forward-looking statements. Statements about the expected timing, completion and effects of the proposed merger and related transactions and all other statements in this press release, other than historical facts, constitute forward-looking statements. When used in this press release, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements (…)

Contacts
CAI International, Inc.
David Morris
Vice President, Chief Accounting Officer
Tel: +1-415-624-8136