Williams Scotsman International, Inc. Announces Special Meeting of Stockholders for October 29, 2007 in Baltimore, Maryland
Williams Scotsman International, Inc. (NASDAQ:WLSC) today
announced that it has established a record date and meeting date for
the special meeting of stockholders to consider and vote upon a
proposal to adopt the Agreement and Plan of Merger, dated as of July
18, 2007, by and among Ristretto Group S.a.r.l., Ristretto Acquisition
Corp., Ristretto Holdings SCA and Williams Scotsman International,
Inc., pursuant to which Ristretto Acquisition Corp., a wholly owned
subsidiary of Ristretto Group S.a.r.l., will be merged with and into
Williams Scotsman International, Inc., with Williams Scotsman
International, Inc. being the surviving corporation.
The special meeting will be held on Monday, October 29, 2007 at
10:00 a.m., Eastern Time, at the headquarters of Williams Scotsman
International, Inc. at 8211 Town Center Drive, Baltimore, Maryland
21236. The record date for determining the stockholders of Williams
Scotsman International, Inc. common stock entitled to notice of, to
vote at, and to attend the special meeting will be the close of
business on Wednesday, September 26, 2007. Williams Scotsman
International, Inc. will mail its definitive proxy statement to its
stockholders on or about Monday, October 1, 2007.
Williams Scotsman International, Inc. also announced today that it
has received notice from the Federal Trade Commission that the Federal
Trade Commission granted early termination, effective August 23, 2007,
of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in connection with the proposed
merger. The transaction remains subject to the approval of Williams
Scotsman International, Inc. stockholders and the satisfaction of
closing conditions as set forth in the Agreement and Plan of Merger.
About Williams Scotsman International, Inc.
Williams Scotsman International, Inc., through its subsidiaries,
is a leading provider of mobile and modular space solutions for
multiple industry sectors, including the construction, education,
commercial, healthcare and government markets. The company serves over
30,000 customers, operating a fleet of over 121,000 modular space and
storage units that are leased through a network of over 100 locations
throughout North America and Spain. Williams Scotsman International,
Inc. provides delivery, installation, and other services, and sells
new and used mobile office products. Williams Scotsman International,
Inc. also manages large modular building projects from concept to
completion. Williams Scotsman International, Inc. is a publicly traded
company (NASDAQ: WLSC) headquartered in Baltimore, Maryland with
operations in the United States, Canada, Mexico, and Spain. For
additional information, visit the company's web site at
www.willscot.com, call (410) 931-6066, or email to
michele.cunningham@willscot.com.
Cautionary Language Concerning Forward-Looking Statements
Statements herein regarding the proposed transaction between
Ristretto Group S.a.r.l., Ristretto Acquisition Corp., Ristretto
Holdings SCA and Williams Scotsman International, Inc., future
financial and operating results, benefits and synergies of the
transaction, future opportunities for the combined company and any
other statements about future expectations constitute forward looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are based upon current beliefs and
expectations and are subject to significant risks and uncertainties.
There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such
forward looking statements, including: the ability to obtain
governmental approvals of the transaction on the proposed terms and
schedule and the failure of Williams Scotsman International, Inc.'s
stockholders to approve the transaction. Additional factors that may
affect future results are contained in each company's filings with the
Securities and Exchange Commission ("SEC"), including each company's
Annual Report on Form 10-K for the year ended December 31, 2006, which
are available at the SEC's Web site http://www.sec.gov. The
information set forth herein speaks only as of the date hereof, and
any intention or obligation to update any forward looking statements
as a result of developments occurring after the date hereof is hereby
disclaimed.
Important Additional Information Will Be Filed With The SEC
In connection with the proposed transaction, Williams Scotsman
International, Inc. has filed a preliminary Proxy Statement with the
SEC and plans to file a final Proxy Statement with the SEC. Investors
and security holders of Williams Scotsman International, Inc. are
urged to read the Proxy Statement and any other relevant documents
filed with the SEC when they are available because they will contain
important information about Williams Scotsman International, Inc., the
proposed transaction and related matters. The final Proxy Statement
will be mailed to stockholders of Williams Scotsman International,
Inc. Investors and security holders of Williams Scotsman
International, Inc. will be able to obtain copies of the final Proxy
Statement, when they become available, as well as other filings with
the SEC that will be incorporated by reference into such documents,
containing information about Williams Scotsman International, Inc.,
without charge, at the SEC's Internet site (http://www.sec.gov). These
documents may also be obtained for free from Williams Scotsman
International, Inc. by directing a request to Williams Scotsman
International, Inc., Investor Relations, 8211 Town Center Drive,
Baltimore, Maryland 21236 or at Williams Scotsman International,
Inc.'s Investor Relations page on its corporate website at
www.willscot.com.
Participants in Solicitation
Williams Scotsman International, Inc. and its respective directors
and executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies from
Williams Scotsman International, Inc.'s stockholders in respect of the
proposed transaction. Information regarding Williams Scotsman
International, Inc.'s participants is available in Williams Scotsman
International, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2006, Williams Scotsman International, Inc.'s proxy
statement, dated March 30, 2007, for its 2007 annual meeting of
stockholders, which are filed with the SEC. Additional information
regarding the interests of such participants is included in the
preliminary Proxy Statement filed with the SEC and will be included in
the final Proxy Statement to be filed with the SEC.