June 28, 2024
Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the proposed merger between the below listed companies.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of the company being acquired.  

Kuehn Law is investigating whether the Board of Directors of the target company:

1) acted to maximize shareholder value,
2) failed to disclose material information, and
3) conducted a fair process:  
Kuehn Law is conducting an investigation into the fairness of the proposed sale of McGrath RentCorp (NASDAQ: MGRC) to WillScot Mobile Holdings Corp for either $123.00 in cash or 2.8211 shares of WillScot common stock for each share McGrath common stock

WillScot Mobile Mini to acquire McGrath RentCorp in $3.8B deal

WillScot Mobile Mini (NASDAQ: WSC) has announced an agreement to acquire B2B rental company McGrath RentCorp (NASDAQ: MGRC) in a cash-and-stock transaction, valuing McGrath at $3.8 billion.

McGrath (MGRC) shareholders will receive either $123.00 in cash or 2.8211 shares of WillScot Mobile Mini (WSC) common stock for each of their shares. This transaction represents a 10.1% premium to McGrath's closing stock price on January 26, 2024.

The deal stipulates that 60% of McGrath's (MGRC) outstanding shares will be converted into cash and 40% into WillScot Mobile Mini (WSC) common stock. McGrath shareholders will hold approximately a 12.6% ownership stake in the combined company.

Pending approval from McGrath shareholders, regulatory clearances, and other customary closing conditions, the transaction is anticipated to close in the second quarter of 2024.

Notice to Shareholders: Directors' Fiduciary Duties

As shareholders, it's essential to understand the fiduciary duties of the Board of Directors. These duties ensure the Board acts in the best interest of the company and its shareholders.

Directors' Fiduciary Duties

1. Duty of Care

Diligence: Make informed decisions by thoroughly reviewing information.

Active Participation: Regularly attend and engage in board meetings.

Expert Advice: Seek expert opinions when necessary.

2. Duty of Loyalty

Avoid Conflicts of Interest: Prioritize the company's interests over personal gain.

Self-Dealing: Do not use the position for personal benefit.

Confidentiality: Maintain the confidentiality of company information.

3. Duty of Good Faith

Honesty: Act with integrity in all decisions.

Best Interests: Ensure actions are in the best interest of the company and shareholders.

Fairness: Treat all shareholders fairly and equally.

Your awareness and understanding of these duties are crucial in ensuring the Board acts responsibly and in the best interest of all shareholders.