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Target Hospitality Receives Buyout Offer from TDR Capital

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Target Hospitality Corp. receives an unsolicited proposal from Arrow Holdings S.à r.l. to acquire outstanding shares for $10.80 per share. The Board will establish a special committee to review the Proposal.
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The unsolicited proposal from Arrow Holdings to acquire Target Hospitality at $10.80 per share represents a pivotal event for shareholders and potential investors. To assess this offer's merit, one must consider the premium it represents over the current market price. If the offer is at a substantial premium, it could indicate that Arrow Holdings sees undervalued potential in Target's operations or future growth prospects. Conversely, if the premium is minimal, shareholders might view the proposal as undervaluing the company.

Moreover, the establishment of a Special Committee suggests due diligence and a thorough review process, which is a positive sign for corporate governance. The outcome of their evaluation could significantly influence the stock's performance in the short term. Long-term implications hinge on the strategic plans Arrow Holdings may have for Target, including potential operational synergies, cost savings and growth strategies that could reshape the company's trajectory.

In the context of mergers and acquisitions, the formation of a Special Committee comprised of independent directors is a standard procedure designed to ensure that the interests of all shareholders are fairly represented, especially in the face of potential conflicts of interest. This committee will likely engage in a rigorous process, scrutinizing the proposal's terms and seeking to determine its fairness.

The legal language indicating 'no assurance' of a deal materializing is typical, underscoring the uncertainty inherent in such negotiations. For stakeholders, the critical legal aspects to watch include the nature of any definitive agreement, the response of regulatory bodies and the potential for shareholder lawsuits should the deal be perceived as unfavorable or not in their best interest.

An unsolicited acquisition proposal often triggers a reevaluation of the target company's market position and competitive landscape. The offer price of $10.80 per share should be compared against industry benchmarks and multiples to gauge its attractiveness. Furthermore, the reaction of the stock market to this news will provide immediate feedback on investor sentiment regarding the proposal's valuation of Target Hospitality.

It's also essential to consider the strategic implications for the industry. Should the acquisition proceed, it could signal a consolidation trend within the modular accommodations and hospitality services sector. This could have broader implications for competition, pricing power and industry standards. Stakeholders should monitor not only the progress of this deal but also any subsequent industry shifts that may arise from such a transaction.

THE WOODLANDS, Texas, March 25, 2024 /PRNewswire/ -- Target Hospitality Corp. ("Target Hospitality", "Target" or the "Company") (NASDAQ: TH), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services, today announced that the Board of Directors of Target Hospitality ("the Board") has received an unsolicited non-binding proposal from Arrow Holdings S.à r.l. ("Arrow"), an affiliate of TDR Capital LLP ("TDR"), to acquire all of the outstanding shares of common stock of Target Hospitality that are not owned by any of Arrow, any investment fund managed by TDR or their respective affiliates, for cash consideration of $10.80 per share (the "Proposal").

The Board intends to establish a special committee of independent directors with its own independent advisors to review the Proposal (the "Special Committee").

The Board has just received the Proposal and neither the Board nor the Special Committee has had an opportunity to carefully review and evaluate the Proposal or make any decision with respect to the Company's response to the Proposal. There can be no assurance that any agreement with respect to the proposed transaction will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

About Target Hospitality

Target Hospitality is one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services in the United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through a full suite of value-added solutions including premium food service management, concierge, laundry, logistics, security and recreational facilities services.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. We have used the words "could," "expect," "intend," "may," "strive," "will," "would," and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Many of the factors that will determine these results are beyond our ability to control or predict. These factors include the negotiation and execution of definitive agreements relating to the proposed transaction, the ability of the parties to consummate any transaction, the failure to achieve approval of the unitholders, the timing of any transaction, and the costs associated with consideration and execution of any proposed transaction, as well as the risk factors described in Part I, Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 13, 2024, and our other filings with the SEC. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements herein speak as of the date of this press release. We undertake no obligation to update such statements for any reason, except as required by law.

Investor Contact
Mark Schuck
(832) 702 – 8009          
ir@targethospitality.com

Cision View original content:https://www.prnewswire.com/news-releases/target-hospitality-receives-buyout-offer-from-tdr-capital-302098164.html

SOURCE Target Hospitality

FAQ

What is the ticker symbol for Target Hospitality Corp.?

The ticker symbol for Target Hospitality Corp. is TH.

Who made the unsolicited proposal to acquire Target Hospitality Corp.?

Arrow Holdings S.à r.l., an affiliate of TDR Capital LLP, made the unsolicited proposal.

What is the cash consideration per share in the Proposal?

The cash consideration per share in the Proposal is $10.80.

What will the Board of Directors establish in response to the Proposal?

The Board of Directors will establish a special committee of independent directors to review the Proposal.

What is the Company's stance on the proposed transaction?

The Company has not yet reviewed the Proposal thoroughly and has not made any decisions regarding its response.

Will the proposed transaction definitely be executed?

There is no assurance that an agreement on the proposed transaction will be executed or that any transaction will be approved or consummated.

Target Hospitality Corp.

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