YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IN ORDER TO ENSURE THAT YOUR SHARES ARE VOTED, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. IF GIVEN, YOU MAY REVOKE YOUR PROXY BY FOLLOWING THE INSTRUCTIONS IN THE PROXY STATEMENT.

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF EACH OF THE PROPOSALS DESCRIBED IN THE ATTACHED PROXY STATEMENT.

 

This summary highlights selected information regarding our proposed acquisition of Royal Wolf that is more fully discussed elsewhere in this proxy statement. This summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement for a more complete understanding of the acquisition. You also should read the acquisition agreement, as amended, which is referred to in Australia as a share sale deed, attached as ANNEX A to this proxy statement. The acquisition agreement is the legal contract that governs the acquisition.

 

The Companies

 

General Finance Corporation (page   )

 

We are a special-purpose acquisition company organized as a corporation under the laws of Delaware on October 14, 2005. We were formed to effect an acquisition, capital stock exchange, asset acquisition or other similar business combination with an operating business. On April 11, 2006, we completed our initial public offering of securities, or IPO, from which we derived net proceeds of approximately $65.55 million. Of the net proceeds, $65 million, along with proceeds of $700,000 from the private placement of units to our officers and directors, were placed in a trust account while we sought to identify and complete our initial business combination. Accordingly, such funds, together with the earned interest, are to be released to us in connection with the closing of the acquisition, less amounts payable to the holders of our IPO shares who exercise their conversion rights as described in this proxy statement and less the amount of the contingent underwriting discount payable to the underwriters of our IPO. The maximum contingent underwriting discount is $1,380,000, which is subject to reduction by the amount of $0.16 per share for each IPO share that is converted in connection with the acquisition.

 

The remainder of the net proceeds of our IPO, or approximately $550,000, was used by us to pay offering expenses incurred in connection with our IPO. Since our IPO, we have relied for the payment of our operating expenses upon the proceeds from the sale of $250,000 of our shares to our officers and directors prior to our IPO and borrowings under a $2,000,000 line of credit made available to us by Ronald F. Valenta, our Chief Executive Officer and a director. Other than our IPO and pursuit of a business combination, we have not engaged in any business to date.

 

If we do not enter into an agreement in principle or a definitive agreement with respect to a business combination by October 5, 2007, or having done so we fail to complete the business combination by April 5, 2008, we are required under our certificate of incorporation to take all actions necessary to dissolve and liquidate as soon as reasonably practicable. In any liquidation, the funds held in the trust account will be distributed pro rata to the holders of our IPO shares only. Our officers and directors have waived any right to any liquidation distribution with respect to shares of our common stock acquired by them prior to our IPO. In a liquidation, holders of our outstanding warrants would not receive any value for their warrants.

 

Our common stock, warrants to purchase common stock and units (each unit consisting of one share of common stock and one warrant to purchase one share of common stock at a purchase price of $6 per share) are listed on the American Stock Exchange under the symbols “GFN,” “GFN.WS” and “GFN.U,” respectively.

 

The mailing address of our principal executive office is 260 South Los Robles, Suite 217, Pasadena, California 91101, and our telephone number is (626) 584-9722.

 

GFN Australasia Finance Pty Ltd (page   )

 

GFN Australasia Finance Pty Ltd, or GFN Australasia, is a newly formed company organized by us under the laws of Australia and wholly owned subsidiary of GFN Australasia Holdings Pty Ltd, which is a newly formed company organized by us under the laws of Australia and our wholly owned subsidiary. GFN Australasia and GFN Australasia Holdings Pty Ltd were formed by us for the sole purpose of facilitating our acquisition of RWA, and have not engaged in any business other than in connection with the acquisition.

References in this proxy statement to “we,” “us,” “our,” and “ours” mean General Finance Corporation and our subsidiaries.

 

GFN Australasia’s mailing address is c/o Robert Barnes, Level 2, 222 Clarence Street, Sydney, New South Wales, Australia 2000, and its telephone number is 001-612-9266-0077.

 

RWA Holdings Pty Limited (page   )

 

RWA Holdings Pty Limited, or RWA, is a company organized under the laws of Australia and a holding company for Royal Wolf Trading Australia Pty Limited, its principal operating subsidiary acquired in December 2003, and its only other subsidiary, Hi-Tech Pty Limited, which is engaged in substantially the same business and activities as Royal Wolf Trading Australia Pty Limited. RWA engages in no significant business activities apart from its ownership of Royal Wolf Trading Australia Pty Limited and Hi-Tech Pty Limited. RWA and its subsidiaries are collectively referred to in this proxy statement as “Royal Wolf.” The separate financial statements of Royal Wolf Trading Australia Pty Limited as of and for the year ended December 31, 2003 are included elsewhere in this proxy statement.

 

The mailing address of RWA is Suite 201, Level 2, 22-28 Edgeworth David Avenue, Hornsby, New South Wales, Australia 2077, and its telephone number in Australia is 011-612-9482-3466. Royal Wolf maintains a website at www.royalwolf.com.au. The information maintained or made available by Royal Wolf on its website is not part of this proxy statement.

 

Royal Wolf leases and sells portable storage containers, portable container buildings and freight containers in Australia. We are not aware of any published third-party analysis of the Australian portable container market. Based, however, upon its own internal analysis, including discussions with its customers and competitors and informal observations about the size of container fleets on site at competitors’ locations and in container depots and listed in telephone directories in each major metropolitan area, Royal Wolf’s management believes Royal Wolf is the market leader in Australia for container-based storage and accommodation products. Royal Wolf currently has more than 150 employees and operates 15 customer service centers located in every state in Australia. It is represented in all major business centers in Australia and, as such, is the only container leasing and sales company in Australia with a nationally integrated infrastructure and work force.

 

Royal Wolf serves both small to mid-size retail customers and large corporate customers in the following sectors: road and rail; moving and storage; mining and defense; and portable buildings. Royal Wolf’s present revenue mix is approximately 69% sales and 31% leasing.

 

Royal Wolf’s products include:

 

Portable Storage Containers:  Royal Wolf leases and sells portable containers for on-site storage by customers that include retail outlets and manufacturers, government departments, farming and agricultural concerns, building and construction companies, clubs and sporting associations, mine operators and the general public. Royal Wolf’s products include general purpose dry storage containers, refrigerated containers and hazardous goods containers in a range of standard and modified sizes, designs and storage capacities.

 

Portable Container Buildings:  Royal Wolf also leases and sells portable container buildings as site offices and for temporary accommodations. Royal Wolf entered the portable building market in August 2005 with 20-foot and 40-foot portable buildings manufactured from steel container platforms which it markets to a subset of its portable storage container customer base.

 

Freight Containers:  Royal Wolf also leases and sells freight containers specifically designed for transport of products by road and rail. Customers include national moving and storage companies, distribution and logistics companies, freight forwarders, transport companies, rail freight operators and the Australian military. Royal Wolf’s freight container products include curtain-side, refrigerated and bulk cargo containers, together with a range of standard and industry-specific dry freight containers.

The Sellers (page   )

 

The shareholders from whom GFN Australasia will acquire the shares of RWA are Equity Partners Two Pty Limited, Cetro Pty Limited, FOMJ Pty Limited, FOMM Pty Limited, TCWE Pty Limited. They, along with Paul Jeffery, James Warren, Michael Baxter and Peter McCann, who constitute the majority of the directors and executive officers of RWA, are collectively referred to in this proxy statement as the “sellers.”

 

Consideration and Funding

 

The aggregate consideration for the acquisition is $90.4 million, but will be reduced by the costs and expenses incurred by Royal Wolf in connection with any acquisitions completed prior to the closing and will be subject to adjustment based upon to the levels of Royal Wolf’s consolidated working capital, net tangible assets and container rental equipment, and outstanding obligations under a certain container lease program as determined as of the closing of the acquisition compared to agreed upon levels specified in the acquisition agreement. The aggregate consideration will increase by $586,000 if this preliminary proxy statement has not been cleared by the Securities and Exchange Commission by February 26, 2007. We refer to the foregoing closing adjustments and possible increases in the aggregate consideration as the “consideration adjustments.”

 

Of the aggregate consideration in the acquisition, we will pay the shareholders of RWA at the closing cash in the amount of $86.5 million, as adjusted by the consideration adjustments, less the net debt of Royal Wolf as of the closing of the acquisition. Net debt for this purpose includes, among other items of indebtedness, obligations under finance leases, dividends and distributions paid by Royal Wolf after the date of the acquisition agreement, any deferred purchase price and future payment obligations under any acquisition agreements, amounts paid by Royal Wolf to eliminate outstanding stock options, and transaction expenses of the RWA shareholders paid by Royal Wolf. Based upon the net debt of Royal Wolf as of September 30, 2006, and without regard to any consideration adjustments, we estimate that the cash payable by us will be approximately $46.2 million. The actual cash payable at the closing will be different. The remaining $3.9 million of consideration will consist of $1.6 million of shares of our common stock to be issued at the closing to one of the sellers and a total of $2.3 million payable in cash in two equal installments on the first and second anniversaries of the closing for a non-compete covenant from the sellers. Our shares of common stock will be valued for this purpose based upon the average of the closing sale prices of our common stock as reported on the American Stock Exchange during the 20 trading days ending two days prior to the closing of the acquisition.

 

We have paid the sellers deposits of $811,000 and must pay an additional deposit of $196,000 on January 31, 2007 (all deposits would total $1,007,000) if the closing of the acquisition has not occurred by such date and we do not terminate the acquisition agreement. If the closing occurs, the deposits will be applied to reduce the cash portion of the consideration payable by us at the closing. If the closing does not occur, the deposits are refundable to us only in circumstances where the sellers fail to comply with their obligations to use reasonable efforts to satisfy the conditions to completion of the acquisition or the acquisition has not been completed by March 31, 2007 notwithstanding that the following closing conditions were timely satisfied:

 

 

 

 

 

The Acquisition

 

Acquisition Agreement (page   )

 

GFN Australasia will acquire from the sellers all of the outstanding shares of RWA pursuant to an acquisition agreement, as amended, which is referred to in Australia as a share sale deed, a copy of which is attached to this proxy statement as ANNEX A.

 

Recommendation of our Board of Directors; Reasons for the Acquisition (page   )

 

After careful consideration of the business and operations of Royal Wolf and the terms and conditions of the acquisition agreement, our board of directors has unanimously approved the acquisition of RWA and determined that it is in the best interests of us and our stockholders. No fairness opinion was sought or obtained by our board of directors in reaching its determination.

 

In considering the acquisition, our board of directors, in working with management:

 

 

During the course of reaching its decision to approve the acquisition, our board of directors considered a number of factors and consulted our management and outside legal and due diligence advisors. The factors considered by our board of directors included, among others, the following:

 

 

 

 

In the course of its deliberations, our board of directors also considered a variety of risks and other countervailing factors, including:

 

 

 

The foregoing discussion of the factors considered by our board of directors is not intended to be exhaustive, but sets forth the principal factors considered by the board. After evaluating the foregoing factors and consulting with its legal counsel and its other advisers, our board of directors unanimously determined that the acquisition is in the best interests of us and our stockholders and approved the acquisition in light of the various factors described above and other factors that our directors present concluded were appropriate. No fairness opinion was sought or obtained by our board of directors in reaching its determination. In view of the variety of factors considered by our board of directors in connection with its evaluation of the acquisition and the complexity of these matters, our board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of our board of directors. Rather, our board of directors made its recommendation based on the totality of information presented to and the investigation conducted by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

 

Accordingly, our board of directors unanimously recommends that stockholders vote “FOR” approval of the acquisition.

 

Management (page   )

 

After the acquisition, all of our current directors and officers will continue to serve in the capacities described under “Directors and Management Following the Acquisition.” Our management team will continue to execute our business plan and strategy disclosed in our IPO prospectus of identifying, acquiring and consolidating under our holding company other specialty finance businesses in the U.S., Europe and Asia. Ronald F. Valenta, our Chief Executive Officer, has successfully executed a similar strategy as the Chief Executive Officer and later the Chairman of the Board of Mobile Storage Group. We have no present understandings, arrangements or commitments, however, with respect to any other acquisition.

 

Royal Wolf also will continue to be managed largely by its existing officers, including Robert Allan, its Chief Executive Officer, Peter McCann, its Chief Financial Officer, and James Warren, its Chief Operating Officer.

Mr. Allan will be deemed to be one of our executive officers following the acquisition and Messrs. McCann and Warren will be key employees. Each of Messrs. Allan, McCann and Warren is a party to an employment agreement with Royal Wolf which is terminable by either party upon not less than six months’ notice in the case of Mr. Allan and upon not less than three months’ notice in the cases of Messers. McCann and Warren. In connection with the acquisition, Ronald F. Valenta and John O. Johnson will be appointed as directors of RWA, and Michael Baxter, a founder and Executive Director of RWA, will become a consultant to us and Royal Wolf under a 360-day consulting agreement, under which he will agree to provide consulting services relating to the transition of ownership of Royal Wolf.

 

If the acquisition is completed, we may modify the compensation to our officers and directors based upon the advice and recommendations of a Compensation Committee of our Board of Directors to be established. Ronald F. Valenta, our Chief Executive Officer and Secretary, John O. Johnson, our Chief Operating Officer, and Marc Perez, our Controller, are not currently compensated for their services; and both Mr. Valenta and Mr. Johnson have agreed to continue to serve in these capacities without compensation until at least the earliest of June 30, 2008 or such time as Royal Wolf achieves a run-rate EBITDA of $20 million or we achieve a company-wide total run-rate EBITDA of $40 million.

 

Except as described above, there is no current understanding or arrangement, however, with respect to any such compensation, and our stockholders will have no information with respect to any such future compensation in deciding how to vote their shares with respect to the acquisition.

 

Our Inside Stockholders (page   )

 

On the record date, our officers and directors owned an aggregate of 1,875,000 shares of our common stock, or approximately 17.9% of our outstanding shares, that they acquired prior to our IPO. They have agreed to vote these shares with respect to the acquisition as the holders of a majority of our IPO shares that are voted at the special meeting. Our officers and directors own no IPO shares,

 

Date, Time and Place of Special Meeting of Our Stockholders (page   )

 

The special meeting of our stockholders will be held at 10:00 A.M., local time, on March 21, 2007 at [ • ].

 

Record Date; Voting Power (page   )

 

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of our common stock at the close of business on February 9, 2007, which is the record date for the special meeting. You will have one vote for each share of our common stock you owned at the close of business on the record date. On the record date, there were 10,500,000 shares of our common stock outstanding, of which 8,625,000 shares were IPO shares.

 

Approval of the RWA Shareholders (page   )

 

The shareholders of RWA approved the acquisition by virtue of their execution of the acquisition agreement, and no further action by the RWA shareholders is needed for approval of the acquisition.

 

Quorum and Vote of General Finance Stockholders (page   )

 

A quorum of our stockholders is necessary to hold a valid stockholders meeting. A quorum will be present at the special meeting if a majority of the shares of our common stock outstanding as of the record date are presented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

 

The approval of the acquisition will require the approval of the holders of a majority of the shares of our common stock present and entitled to vote at the meeting with respect to the acquisition, as well as the holders of a majority of our IPO shares voted with respect to the acquisition. Notwithstanding these approvals, the acquisition will not be completed if the holders of 20% or more of our IPO shares (1,725,000 or more shares) exercise their conversion rights.

Abstentions and broker non-votes will have the same effect as a vote against approval of the acquisition. Please note, however, that you cannot exercise your conversion rights unless you affirmatively vote against approval of the acquisition.

 

Conversion Rights (page   )

 

Under our certificate of incorporation, stockholders holding IPO shares may vote against approval of the acquisition and demand that we convert such shares into a pro rata share of the funds held in the trust account established at the time of our IPO. Demand may be made by checking the box on the proxy card provided for that purpose and returning the proxy card in accordance with the instructions provided. Demand may also be made in any other writing that clearly states that conversion is demanded and is delivered so that it is received by us at any time prior to the vote at the special meeting with respect to the acquisition. In addition to voting against approval of the acquisition and making a demand for conversion of your IPO shares, you must tender your share certificate in accordance with the instructions in this proxy statement prior to the special meeting of stockholders.

 

If conversion rights are exercised properly and the acquisition is completed, we will convert each IPO share into a pro rata portion of the funds held in the trust account as of the date two business days prior to completion of the acquisition. We anticipate that this would amount to not less than approximately $7.64 per IPO share based upon the funds in the trust account as of December 31, 2006. This compares to the closing sale prices of our units, common stock and warrants of $8.60, $7.60 and $1.15, respectively, as reported on the American Stock Exchange on January 12, 2007. The actual conversion amount will vary.

 

If you exercise your conversion rights, then you will be exchanging your shares of our common stock for cash and will no longer own the shares. If you properly exercise your conversion rights, you will be entitled to receive cash for your shares only if you tender your stock certificate to our transfer agent as described in this proxy statement not later than 5:00 p.m., New York City Time, on March 20, 2007 and continue to hold these shares through the completion of the acquisition . If the acquisition is not completed, these shares will not be converted into cash. An improper exercise of conversion rights may be remedied at any time until the special meeting.

 

If the acquisition is not completed and we fail by October 5, 2007 to enter into an agreement in principle or a definitive agreement with respect to another business combination, or having done so we fail to complete the business combination by April 5, 2008, we will be forced to liquidate.

 

We cannot complete the acquisition if holders of 20% or more of our IPO shares (1,725,000 or more shares) exercise their conversion rights.

 

If the acquisition is completed, the foregoing provisions of our certificate of incorporation will no longer apply.

 

Appraisal Rights (page   )

 

Our stockholders do not have appraisal rights in connection with the acquisition.

 

Proxies (page   )

 

Proxies may be solicited by mail, telephone or in person. We have engaged MacKenzie Partners, Inc. to assist us in the solicitation of proxies.

 

If you grant a proxy, you may still vote your shares in person if you revoke your proxy at or before the special meeting.

 

Interests of Our Directors and Officers in the Acquisition (page   )

 

When you consider the recommendation of our board of directors “FOR” approval of the acquisition, you should keep in mind that our officers and directors have interests in the acquisition that are different from, or in addition to, your interests as a stockholder. In particular:

 

 

 

 

 

Except as set forth above, none of our officers or directors or their associates has any interest in the acquisition.

 

Conditions to the Completion of the Acquisition (page   )

 

The completion of the acquisition is conditioned upon our stockholders approving the acquisition no later than March 26, 2007. Notwithstanding their approval, if the holders of 20% or more of our IPO shares exercise their conversion rights, the acquisition cannot be completed.

 

In addition, the completion of the acquisition is conditioned upon, among other things:

 

 

 

Except for the stockholder approval condition, any of the foregoing closing conditions may be waived by the party entitled to the benefit of the condition. We may waive one or more of the closing conditions if we deem it advisable to do so.

 

Indemnification and Escrow Provisions

 

Each of the sellers agreed in the acquisition agreement to indemnify us against claims (as defined) due to breach of the sellers’ warranties, subject to certain limitations. The sellers have no liability for a claim unless the amount of the claim is at least $15,668 and until the aggregate of all claims in excess of $15,668 exceeds $293,774, in which event we can claim the whole amount, not just the amount in excess of $293,774. The sellers will have no liability for breach of warranty unless the claim arises within 18 months after the date of the acquisition agreement (five years after the date of the acquisition agreement for breach of certain warranties relating to corporate organization, outstanding shares and share capitalization, compliance with legal requirements, tax, and the environment).

 

The acquisition agreement provides that, at the closing, $5.5 million of the cash consideration payable by us to the sellers will be deposited in a separate bank account requiring signatures of us and the sellers for withdrawals. The purpose of this account is to provide a source of funds to pay the sellers’ indemnification obligations. The acquisition agreement provides that 25% of these funds will be released to the sellers 12 months after the closing and the balance will be released to the sellers 18 months from the closing, in each case, subject to any paid or pending indemnity claims by us. In addition, the shares of our common stock issued to one of the sellers is intended to serve a source of repayment for indemnity claims, and will be subject to restrictions on transfer for similar 12-month and 18-month periods. The acquisition agreement provides that these funds and shares can be released prior to such 12-month and 18-month periods if the sellers obtain warranty insurance in such amount and on such other terms as we may approve.

 

Termination, Amendment and Waiver (page   )

 

The acquisition agreement may be terminated as follows:

 

 

 

There is no termination or breakup fee payable in connection with the termination of the acquisition agreement; however, we have paid the sellers deposits of $811,000 and must pay an additional deposit of $196,000 on January 31, 2007 (all deposits would total $1,007,000) if the closing of the acquisition has not occurred by such date and we do not terminate the acquisition agreement. If the closing occurs, the deposits will be applied to reduce the cash portion of the consideration payable by us at the closing. If the closing does not occur, the deposits are refundable to us only in certain limited circumstances. The acquisition agreement does not specifically address any other rights of a party in the event of a wrongful refusal or failure of the other party to complete the

acquisition. In that event, such party would be entitled to assert its legal rights for breach of contract against the wrongful party.

 

If permitted under applicable law, either we or the sellers may waive any inaccuracies in the representations and warranties made to us or the sellers contained in the acquisition agreement and waive compliance with any agreements or conditions for the benefit of us or the sellers contained in the acquisition agreement. We cannot assure you that any or all of the conditions will be satisfied or waived. The conditions that the acquisition be approved by our stockholders and that the holders of fewer than 20% of our IPO shares exercise their conversion rights cannot be waived.

 

Listing on AMEX (page   )

 

Following the acquisition, our outstanding common stock, warrants and units will continue to be listed for trading on the American Stock Exchange.

 

Tax Consequences (page   )

 

There will be no tax consequences to our stockholders resulting from the acquisition, except to the extent they exercise their conversion rights.

 

A stockholder who exercises conversion rights will generally be required to recognize capital gain or loss upon the conversion, if such shares were held as a capital asset on the date of the acquisition. This gain or loss will be measured by the difference between the amount of cash received and the stockholder’s tax basis in the converted shares. The gain or loss will be short-term gain or loss if the acquisition closes as scheduled, but may be long term gain or loss if the closing is postponed.

 

Finder’s Fees

 

No finder’s fees will be paid in connection with the acquisition.

 

Accounting Treatment (page   )

 

The acquisition will be accounted for as a reverse acquisition and equity recapitalization, with us treated as the “acquired” company for financial reporting purposes. The acquisition consideration paid to the sellers will be reflected as a distribution to them, and will result in a reduction in stockholders’ equity.

 

Regulatory Matters (page   )

 

The acquisition is subject to review by the Treasurer of the Commonwealth of Australia, which issued its notice of non-objection on September 29, 2006. The acquisition is not subject to any regulatory approvals in the U.S.

 

Risk Factors (page   )

 

Before you grant your proxy or vote or instruct the vote with respect to the acquisition, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement could have a material adverse effect on us and Royal Wolf.

 

We believe that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995, although the safe-harbor provisions of that act do not apply to statements made in this proxy statement. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. We have based these forward-looking statements on our current expectations about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us and Royal Wolf that may cause the actual future business and financial results of us and Royal Wolf to be materially different from prior results or any results expressed or implied by such forward-looking statements. Factors that might cause or contribute to such a difference include, but are not limited to, those described in the “Risk Factors” section and elsewhere in this proxy statement. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

 

All forward-looking statements included in this proxy statement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

 

We are providing the financial information in this section to assist you in your analysis of the financial aspects of the acquisition. The information in this section is only a summary, and should be read in conjunction with the historical financial statements and related notes. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of us and our consolidated subsidiaries, including Royal Wolf, following the acquisition.

 

General Finance Corporation Selected Historical Information

 

The following table sets forth selected historical financial information derived from our unaudited consolidated financial statements as of and for the period from October 14, 2005 (inception) to September 30, 2006 and from our unaudited financial statements as of and for the nine months ended September 30, 2006. The unaudited financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and results of operations for the periods presented.

 

Statement of Operations Information:

 

 

Balance Sheet Information:

 

RWA Selected Historical Consolidated Financial Information

 

The following table sets forth, in Australian dollars, selected historical financial information of RWA derived from RWA’s audited consolidated financial statements as of and for the year ended June 30, 2006, the six months ended June 30, 2005 and the year ended December 31, 2004 contained elsewhere in this proxy statement. The information as of and for the year ended December 31, 2003 was derived from the audited financial statements of Royal Wolf Trading Australia Pty Limited, or RWT, Royal Wolf’s principal operating subsidiary, contained elsewhere in this proxy statement. The information as of and for the years ended December 31, 2002 and 2001 was derived from the unaudited financial statements of RWT that are not contained in this proxy statement. RWA changed its fiscal year-end to June 30 from December 31 commencing with the six months ended June 30, 2005 and the fiscal year ended June 30, 2006. The audited consolidated financial statements of RWA as of and for the year ended June 30, 2006 and December 31, 2004 and as of and for the six months ended June 30, 2005 were prepared in accordance with Australian accounting standards. International financial reporting standards, or IFRS, form the basis of Australian accounting standards, and are referred to in this proxy statement as Australian equivalents to IFRS, or AIFRS, to distinguish them from Australian generally accepted accounting principles, or AGAAP, which were in effect for periods prior to 2004. AIFRS became effective for accounting periods beginning on or after January 1, 2005. Royal Wolf’s first financial statements prepared in accordance with AIFRS were for the six months ended June 30, 2005, with comparative information for the year ended December 31, 2004 restated accordingly. The other financial statements of RWT referred to above were prepared in accordance with AGAAP. AIFRS and AGAAP are not comparable, and both AIFRS and AGAAP differ in some respects from U.S. generally accepted accounting principles, or U.S. GAAP, and are not comparable to U.S. GAAP. However, a reconciliation to U.S. GAAP of the consolidated financial results of RWA and the December 31, 2003 financial statements of RWT is set forth in the notes to the respective consolidated financial statements of RWA and the financial statements of RWT included in this proxy statement.

 

The consolidated financial statements of RWA for each period presented and the financial statements of RWT for the year ended December 31, 2003 have been restated due to a correction of an error in accounting for income taxes as set forth in the notes to the respective consolidated financial statements of RWA and the financial statements of RWT included in this proxy statement.

 

The summarized information below should be read together with the historical financial statements and accompanying notes contained elsewhere in this proxy statement.

 

Consolidated Statement of Operations Information:

 

Consolidated Balance Sheet Information:

 

 

The following summary unaudited pro forma condensed combined financial information is designed to show how our acquisition of RWA might have affected our historical financial statements if the acquisition had been completed at an earlier time. The following summary unaudited pro forma condensed combined financial information was prepared based on the historical financial results of us and RWA. The historical results for RWA have been adjusted to conform with U.S. GAAP and converted to U.S. dollars at the average exchange rate during the periods presented in the statements of income and at September 30, 2006 for the balance sheets. The following should be read in connection with “Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 52 and the historical financial statements of RWA that are contained elsewhere in this proxy statement.

 

The unaudited pro forma balance sheet data assumes that the acquisition took place on September 30, 2006 and combines RWA’s September 30, 2006 unaudited consolidated balance sheet data with our unaudited September 30, 2006 balance sheet data. The unaudited pro forma statements of operations data for the nine months ended September 30, 2006 and for the twelve months ended December 31, 2005 gives effect to the acquisition as if it had occurred on January 1, 2006 and on January 1, 2005, respectively, and combines the results of operations of us and RWA for the periods indicated.

 

The summary unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of our combined financial condition or results of operations for future periods or the combined financial condition or results of operations that actually would have been realized had we acquired and owned RWA during these periods:

 

 

 

 

 

The following table sets forth unaudited historical and pro forma per share ownership information of us after giving effect to the acquisition, assuming both no conversions and maximum conversions by our stockholders. You should read this information in conjunction with our selected historical financial information. The unaudited pro forma per share information is derived from, and should be read in conjunction with, the “Unaudited Pro Forma Condensed Combined Financial Statements” and related notes beginning on page [ • ].

 

The unaudited pro forma condensed earnings per share information below does not purport to represent the earnings per share that would have been achieved had we acquired and owned RWA during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma book value per share information below does not purport to represent what our value would have been had we acquired and owned RWA.

 

 

 

 

 

 

Our units, common stock and warrants are listed on the American Stock Exchange under the symbols “GFN.U,” “GFN” and “GFN.WS,” respectively. The following table sets forth the range of high and low sales prices for the units, common stock and warrants for the periods indicated since the units commenced public trading on April 10, 2006, and since the common stock and warrants commenced public trading separately on June 13, 2006:

 

 

The closing sales prices for our units, common stock and warrants as reported on the American Stock Exchange on January 12, 2007 were $8.60, $7.60 and $1.15, respectively. Holders of our units, common stock, and warrants should obtain current market quotations for their securities. The market price of our units, common stock, and warrants may vary at any time before the closing of the acquisition.

 

Holders

 

As of February 9, 2007, the record date for the special meeting, there were [ • ] holders of record of our units, [ • ] holders of record of our common stock and [ • ] holders of record of our warrants. We believe that there are more than [ • ] beneficial holders of each of our units, shares of common stock and warrants.

 

Dividends

 

We have not paid any dividends on our common stock to date and do not intend to pay dividends prior to the completion of a business combination.

 

It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future. The payment of dividends subsequent to a business combination will be within the discretion of our then board of directors and will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination.