According to the Complaint, Mobile Mini is a leading provider of portable storage solutions through its total rental fleet of approximately 200,200 storage solutions containers and office units, and a leading provider of tank and pump solutions in the United States, with a rental fleet of approximately 12,700 units.
This action stems from a proposed transaction announced on March 2, 2020, pursuant to which Mobile Mini, Inc. will be acquired by WillScot Corporation.
On March 1, 2020, Mobile Mini’s Board of Directors caused the Company to enter into an agreement and plan of merger with WillScot. Pursuant to the terms of the Merger Agreement, Mobile Mini’s stockholders will receive 2.4050 shares of Parent common stock for each share of Mobile Mini common stock they own. Upon the closing of the Proposed Transaction, shareholders of Parent will own approximately 54% of the combined company and shareholders of Mobile Mini will own approximately 46% of the combined company.
On April 17, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading. Specifically, the Complaint alleges the Registration Statement omits material information regarding the Company’s, WillScot’s, and the combined company’s financial projections; the Registration Statement fails to disclose, for each set of projections: (i) all line items used to calculate (a) Adjusted EBITDA, (b) Adjusted EBIT, and (c) Unlevered Free Cash Flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics.