Macfarlanes advises Terminix on $6.7bn acquisition by Rentokil Initial

14 December 2021

Macfarlanes is advising Terminix Global Holdings, Inc. on its recommended stock and cash combination with FTSE 100 company Rentokil Initial plc. The transaction, which values the share capital of Terminix at $6.7bn, will bring together two complementary businesses to create the global leader in pest control and hygiene & wellbeing, and the leader in the pest control business in North America, the world’s largest pest control market.

Under the terms of the transaction, Rentokil Initial will issue to Terminix shareholders at closing aggregate consideration comprised of approximately 643.29 million new Rentokil Initial shares (representing American depository shares) and approximately $1.3bn in cash. Terminix shareholders may elect to receive all cash or all stock consideration, subject to proration in the event of oversubscription, with the aggregate consideration mix being 80% stock and 20% cash.

The transaction is subject to customary regulatory and other closing conditions, including the approval of Terminix and Rentokil Initial shareholders, and is expected to close in the second half of 2022.

The Macfarlanes team is being led by corporate and M&A partners Harry Coghill and Tom Rose.

The team also includes competition partners Malcolm Walton and Richard Pepper, competition solicitor Tilly Henderson, tax partner Jeremy Moncrieff and VAT specialist Jack Slater, finance partner Malcolm Hitching and senior solicitor Chris Page, and share schemes senior counsel Rasmus Berglund.

Wachtell, Lipton, Rosen & Katz and Macfarlanes LLP are acting as, respectively, US and UK legal counsel to Terminix.