NASHVILLE, Tenn. (Nov. 16, 2015) — Bridgestone Americas Inc. is launching its previously announced tender offer to buy Pep Boys – Manny, Moe & Jack at $15 per share.
Bridgestone's offer is being carried by TAJ Acquisition Co., a subsidiary of Bridgestone Retail Operations L.L.C. (BSRO) established to effect the acquisition.
According to the terms of Bridgestone's offer, Pep Boys shareholders will receive $15 in cash for each share of Pep Boys common stock validly tendered through Jan. 4, 2016, and not validly withdrawn in the offer, without interest and less any applicable withholding tax. Pep Boys' board of directors has recommended shareholders accept the deal.
BSRO is filing a schedule TO with the Securities and Exchange Commission (SEC) that includes details of the tender offer.
Additionally, Philadelphia-based Pep Boys will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the board's recommendation.
The tender offer will expire at 5 p.m. EST on Jan. 4, 2016, unless the offer period is extended in accordance with the definitive merger agreement and the applicable rules and regulations of the SEC, Bridgestone said.
The completion of the tender offer will be conditioned on Pep Boys' shareholders tendering at least a majority of the company's outstanding shares, determined on a fully diluted basis, and other customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
D.F. King & Co. Inc. is acting as information agent for Bridgestone in the tender offer. American Stock Transfer & Trust Company L.L.C. is acting as depositary and paying agent in the tender offer.
J.P. Morgan Securities L.L.C. is acting as dealer manager in the tender offer and as financial advisor to Bridgestone in connection with the Pep Boys acquisition.
Requests for documents and questions regarding the tender offer may be directed to D.F. King at 212-269-5550 or 866-620-2536, or by email at [email protected].
J.P. Morgan Securities may be contacted at 877-371-5947 or 212-622-4401.