Filed by Rentokil Initial
plc
Pursuant to Rule 425 under
the Securities Act of 1933
And deemed filed pursuant
to Rule 14a-12
Under the Securities Exchange
Act of 1934
Subject Company: Terminix
Global Holdings, Inc.
Commission File No.: 001-36507
Date: December 14, 2021
The following communication
was posted on LinkedIn by Rentokil Initial plc on December 14, 2021:
ACQUISITION OF TERMINIX GLOBAL HOLDINGS INC
Today the Boards of Directors of Rentokil Initial plc and Terminix Global
Holdings Inc have announced that Rentokil Initial and Terminix have entered into a definitive agreement under which Rentokil Initial will
acquire Terminix for stock and cash. The Transaction will bring together two complementary businesses to create the global leader in pest
control and hygiene & wellbeing services, and the leader in the pest control business in North America, the world’s largest
pest control market.
The Transaction has a highly compelling industrial logic:
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Increased scale and leadership in the global pest control market
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Substantially increased scale in North America, providing an enlarged platform for profitable growth
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A complementary and synergistic portfolio combination
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An attractive financial profile
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See announcement and important information at:
https://www.rentokil-initial.com/investors/regulatory-news.aspx
Additional
Information About The Proposed Transaction And Where To Find It
In
connection with the proposed transaction between Rentokil Initial plc (“Rentokil”) and Terminix Global Holdings, Inc. (“Terminix”),
Rentokil will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, which
will include a proxy statement of Terminix that also constitutes a prospectus of Rentokil. Each of Rentokil and Terminix will also file
other relevant documents in connection with the proposed transaction. The definitive proxy statement/prospectus will be sent to the shareholders
of Terminix. Rentokil will also file a shareholder proxy circular in connection with the proposed transaction with applicable securities
regulators in the United Kingdom and the shareholder proxy circular will be sent to Rentokil’s shareholders. This communication
is not a substitute for any registration statement, proxy statement/prospectus or other documents Rentokil and/or Terminix may file with
the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS
OF TERMINIX AND RENTOKIL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS AND SHAREHOLDER PROXY CIRCULAR,
AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC OR APPLICABLE SECURITIES REGULATORS IN THE
UNITED KINGDOM, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME
AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TERMINIX, RENTOKIL, THE PROPOSED TRANSACTION AND RELATED MATTERS.
The registration statement and proxy statement/prospectus and other documents filed by Rentokil and Terminix with the SEC, when filed,
will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain
free copies of the proxy statement/prospectus and other documents filed with the SEC by Terminix online at investors.terminix.com, upon
written request delivered to Terminix at 150 Peabody Pl., Memphis, TN 38103, USA, Attention: Corporate Secretary, or by calling Terminix’s
Corporate Secretary’s Office by telephone at +1 901-597-1400 or by email at deidre.richardson@terminix.com, and will be able to
obtain free copies of the registration statement, proxy statement/prospectus, shareholder proxy circular and other documents which will
be filed with the SEC and applicable securities regulators in the United Kingdom by Rentokil online at https://www.rentokil-initial.com,
upon written request delivered to Rentokil at Compass House, Manor Royal, Crawley, West Sussex, RH10 9PY, England, Attention: Katharine
Rycroft, or by calling Rentokil by telephone at +44 (0) 7811 270734 or by email at katharine.rycroft@rentokil-initial.com.
This
communication is for informational purposes only and is not intended to, and shall not, constitute an offer to sell or buy or the solicitation
of an offer to sell or buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to appropriate registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended.
Participants
in the Solicitation of Proxies
This
communication is not a solicitation
of proxies in connection with the proposed transaction. However, under SEC rules, Terminix,
Rentokil, and certain of their respective directors, executive officers and other members of the management and employees may be deemed
to be participants in the solicitation of proxies in connection with the proposed transaction.
Information about Terminix’s directors and executive officers may be found on its website at corporate.terminix.com/responsibility/corporate-governance and
in its 2020 Annual Report on Form 10-K filed with the SEC on February 26, 2021, available at investors.terminix.com and www.sec.gov.
Information about Rentokil’s directors and executive officers may be found on its website at https://www.rentokil-initial.com
and in its 2020 Annual Report filed with applicable securities regulators in the United Kingdom
on March 31, 2021, available on its website at https://www.rentokil-initial.com. These documents
can be obtained free of charge from the sources
indicated
above. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with
the proposed transaction will be
included in the proxy statement/prospectus and shareholder proxy circular and other relevant materials filed with the SEC and applicable
securities regulators in the United Kingdom when they become available.
Information
Regarding Forward-Looking Statements
This
communication contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can sometimes be identified by the use of forward-looking terms such as “believes,” “expects,” “may,”
“will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,”
“aims,” “projects,” “predicts,” “is optimistic,” “intends,” “plans,”
“estimates,” “targets,” “anticipates,” “continues” or other comparable terms or negatives
of these terms, but not all forward-looking statements include such identifying words. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates or expectations will be
achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include: a condition
to the closing of the proposed transaction may not be satisfied; the occurrence of any event that can give rise to termination of the
proposed transaction; a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained
subject to conditions that are not anticipated; Rentokil is unable to achieve the synergies and value creation contemplated by the proposed
transaction; Rentokil is unable to promptly and effectively integrate Terminix’s businesses; management’s time and attention
is diverted on transaction related issues; disruption from the proposed transaction makes it more difficult to maintain business, contractual
and operational relationships; the credit ratings of Rentokil declines following the proposed transaction; legal proceedings are instituted
against Terminix or Rentokil; Terminix or Rentokil is unable to retain or hire key personnel; the announcement or the consummation of
the proposed acquisition has a negative effect on the market price of the capital stock of Terminix or Rentokil or on Terminix’s
or Rentokil’s operating results; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory
conditions, in the United Kingdom, the United States and elsewhere, and other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)),
geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current
or subsequent U.S. or U.K. administration; the ability of Rentokil or Terminix to successfully recover from a disaster or other business
continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss,
telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions
such as the COVID-19 pandemic; the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics
and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies
or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,”
“stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; actions by third parties,
including government agencies; the risk that disruptions from the proposed transaction will harm Rentokil’s or Terminix’s
business, including current plans and operations; certain restrictions during the pendency of the acquisition that may impact Rentokil’s
or Terminix’s ability to pursue certain business opportunities or strategic transactions; Rentokil’s or Terminix’s
ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; the risks and uncertainties discussed
in the “Risks and Uncertainties” section in Rentokil’s reports available on the National Storage Mechanism at morningstar.co.uk/uk/NSM
and on its website at https://www.rentokil-initial.com; and the risks and uncertainties
discussed in the “Risk Factors” and “Information Regarding Forward-Looking Statements” sections in Terminix’s
reports filed with the SEC. These risks, as well as other risks
associated
with the proposed transaction, will be more fully discussed in the proxy statement/prospectus and shareholder proxy circular. While the
list of factors presented here is, and the list of factors to be presented in proxy statement/prospectus and shareholder proxy circular
will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to
place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that
actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity,
and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this communication. Except as required by law, neither Rentokil nor Terminix assumes any obligation
to update or revise the information contained herein, which speaks only as of the date hereof.
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