Bridgestone Americas, Inc. (Bridgestone) and The Pep Boys – Manny, Moe & Jack (Pep Boys; NYSE: PBY) today announced that Pep Boys and Bridgestone Retail Operations, LLC (BSRO), a wholly owned subsidiary of Bridgestone, have amended their Agreement and Plan of Merger dated October 26, 2015. Pursuant to the amendment, BSRO increased the offer price to acquire all the outstanding shares of common stock of Pep Boys from $15.50 per share to $17.00 per share in cash, or approximately $947 million in aggregate equity value. The revised offer price of $17.00 per share provides approximately $84 million in additional cash consideration to Pep Boys shareholders.
The Pep Boys board of directors continues to unanimously recommend that Pep Boys shareholders accept BSRO’s offer and tender their shares pursuant to that offer. Pep Boys also announced that its board of directors no longer deems the proposal received from Icahn Enterprises L.P. to acquire Pep Boys to be a “Superior Proposal” as defined in the Agreement and Plan of Merger.
The offer documents and Pep Boys’ solicitation/recommendation statement on Schedule 14D-9 will be amended to reflect the amended terms. As required by law, the tender offer is being extended and will now expire at 12:00 midnight, New York City time, on Tuesday, January 12, 2016, unless further extended. As of 2:00 p.m., New York City Time, on Thursday, December 24, 2015, approximately 44,485 shares of common stock of Pep Boys have been validly tendered and not withdrawn pursuant to the offer. This excludes shares tendered pursuant to the guaranteed delivery procedures provided for in the offer and represents approximately 0.08% of the total outstanding shares of common stock of Pep Boys.
Pursuant to the amendment, the termination fee payable by Pep Boys to Bridgestone under certain circumstances, including a termination in order to enter into a superior proposal by a third party, increased from $35 million to $39.5 million.
“Nearly a century ago, the founders of both our companies created what has become today’s automotive aftermarket retail model,” said Stu Crum, President, Bridgestone Retail Operations. “In addition to our long and successful histories in this industry, Pep Boys and Bridgestone share a common vision for the future – to continue to build upon this 100-year foundation to form an even stronger company, one that is renowned for its commitment to being the most trusted provider of automotive service in every neighborhood it serves.”
BSRO’s nationwide network of 2,200 tire and automotive service centers operate under the Firestone Complete Auto Care, Tires Plus, Hibdon Tires Plus and Wheel Works brand banners. Along with these company-owned stores and Bridgestone’s more than 5,000 long-standing dealers and distributors in the United States, the Pep Boys’ network represents an immediate expansion for BSRO, and accelerates the global growth strategy of Bridgestone Corporation. The world’s largest tire and rubber company, Bridgestone Corporation, is the parent of Bridgestone Americas.
D.F. King & Co., Inc. is acting as information agent for Bridgestone in the tender offer. American Stock Transfer & Trust Company, LLC is acting as depositary and paying agent in the tender offer. J.P. Morgan Securities LLC is acting as dealer manager in the tender offer. Requests for documents and questions regarding the tender offer may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 or (866) 620-2536, or by email at pby@dfking.com. J.P. Morgan Securities LLC may be contacted by telephone at (877) 371-5947 or (212) 622-4401.
J.P. Morgan Securities LLC is acting as the exclusive financial advisor to Bridgestone. Jones Day is acting as legal advisor to Bridgestone. Rothschild is acting as the exclusive financial advisor to Pep Boys. Morgan, Lewis & Bockius LLP is acting as legal advisor to Pep Boys.
