NES to be Acquired by New York Private Equity Firm

NES Rentals Holdings, Inc., Chicago, Ill., announced this week it has signed a definitive agreement to be acquired by affiliates of Diamond Castle Holdings, LLC, a New York-based private equity firm. The transaction is valued at approximately $850 million, including the assumption of certain liabilities.

Under the terms of agreement, Diamond Castle will acquire all the outstanding common stock of NES Rentals for $18.75 per share in cash. The purchase price represents a 42% premium to NES's closing price per share of $13.25 on January 12, 2006, the day that the company announced it would explore strategic alternatives.

Andrew Studdert, NES Rentals chairman and chief executive officer, said the implementation of a series of operating and revenue initiatives during the past two years has improved return on investment. “After undergoing significant change in recent years, NES Rentals has emerged as a well-positioned and profitable business,” he said. “The progress we have made allowed us to be in a position to consider options to unlock the value of our company.”

In December 2005, NES Rentals' board of directors retained Bear, Stearns & Co., Inc. to assist in reviewing strategic alternatives. Studdert said this review included consideration of a variety of options, including the sale of the company. “As part of this effort, the board undertook a wide-ranging auction process ultimately resulting in the decision that the offer from Diamond Castle is in the best interests of the company and its shareholders,” he said.

Completion of the sale is expected within 60 days, which is contingent upon customary closing conditions, including regulatory approvals, delivery of the committed financing, and the approval of NES Rentals' stockholders. NES Rentals has scheduled a special meeting of stockholders to vote on the proposed transaction that will be held on June 23, 2006. NES Rentals set a record date of May 26, 2006, for the special meeting.

Studdert has agreed to continue on in his capacity as CEO and chairman of the board following the completion of the transaction. Diamond Castle expects to retain NES Rentals' company name, management team, and product lines.