Feb 19 (Reuters) - H&E Equipment Services Inc ( HEES ):

* HERC HOLDINGS AND H&E EQUIPMENT SERVICES ENTER INTO

DEFINITIVE

MERGER AGREEMENT

* HERC HOLDINGS INC ( HRI ) - H&E SHAREHOLDERS TO RECEIVE $78.75

CASH AND

0.1287 HERC SHARES PER SHARE

* HERC HOLDINGS INC ( HRI ) - PAYS $63.5 MILLION TERMINATION FEE TO

UNITED

RENTALS

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