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Mitsubishi HC Capital Pays Premium to Acquire Container Leasing Giant CAI International

Mike Schuler
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June 18, 2021

Tokyo-based finance firm Mitsubishi HC Capital Inc. will acquire all outstanding shares of CAI International (NYSE: CAI), one of the world’s leading marine container leasing companies, for $56 per share representing a nearly 50% premium based on CAI’s stock price before the announcement.

Shares of CAI rose sharply on Friday, hitting over $56 as of noon ET for a 46% increase.

At the $56 per share purchase price, the “all-cash” transaction represents a total equity value of $1.1 billion, consisting of $104 million (per value) of preferred stock and $986 million of common stock equity value.

Under the terms of the deal, CAI will become a wholly-owned subsidiary of Mitsubishi HC. Shareholders of CAI will receive cash for their shares and all shares of CAI will be cancelled. Upon closing, which is anticipated for late third quarter or early fourth quarter of 2021, Mitsubishi HC will be the sole shareholder of CAI.

CAI’s Board of Directors has already unanimously approved the transaction.

“After a review of strategic alternatives by our Board of Directors, we are pleased to reach this agreement with MHC, which we believe is in the long-term best interests of our shareholders,” said David Remington, Chairman of the CAI Board of Directors. “This merger is the culmination of discussions that started in Fall of 2019. During those discussions we have been most impressed by the vision of MHC, a vision shared by Hiromitsu Ogawa, who founded CAI over 30 years ago. Mr. Ogawa built a world class container leasing company by focusing on delivering value to customers and we are pleased that this vision will endure. We believe our shipping line customers and manufacturing partners will most certainly benefit from the scale and financial strength of the merged company.”

As of March 31, 2021, CAI operated a worldwide fleet of approximately 1.8 million TEU. CAI operates through 13 offices located in 12 countries including the United States.

Mitsubishi HC entered into the marine container leasing market with the acquisition of Beacon Intermodal Leasing, LLC in 2014. BIL’s container fleet is approximately 1.5 million TEU.

CAI’s Board of Directors has also unanimously voted to promote Timothy Page from Interim President and CEO to President and CEO.

“Over the past year, we have delivered on the commitment we made to our shareholders to return CAI’s focus to its core container leasing business,” said Page. “Executing on that strategy put CAI in position to partner with MHC, a strong, quality, global financial organization. Going forward, the combination of CAI and MHC will allow MHC to leverage CAI’s global marketing and operational expertise, and along with MHC’s existing container investments will provide enhanced value to MHC’s container leasing customers, suppliers, employees, and other stakeholders. After the closing of the transaction, MHC expects to retain CAI’s existing management team and employees. CAI’s headquarters will remain in San Francisco.”

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