Williams Scotsman International, Inc. (NASDAQ:WLSC) today
announced that its wholly-owned subsidiary, Williams Scotsman, Inc.,
has elected to optionally redeem all of its outstanding 8 1/2% Senior
Notes Due 2015 (CUSIP Number US96949VAK98) (the "Notes"). The
redemption date for the Notes will be October 31, 2007.
In accordance with the terms of the indenture governing the Notes,
the redemption of the Notes is conditional upon the consummation of
the previously announced merger of a subsidiary of Ristretto Group
S.a.r.l. with and into Williams Scotsman International, Inc. In the
event that the merger is not consummated on or prior to the redemption
date, the notice of redemption will be automatically revoked with no
further action required on the part of Williams Scotsman, Inc. or the
trustee for the Notes.
The aggregate principal amount of the Notes being redeemed is
$450,000,000. The redemption price for the Notes is equal to (i) 100%
of the principal amount of the Notes plus (ii) a make-whole premium
plus (iii) accrued and unpaid interest to the redemption date. The
make-whole premium will be calculated using a discount rate equal to
(a) the yield on certain U.S. treasury securities (as determined at
least two business days prior to the redemption date) plus (b) 50
basis points.
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 more than 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 redemption of the Notes, 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.