Bridgestone counters Icahn's offer for Pep Boys

NASHVILLE, Tenn. (Dec. 11, 2015) — Bridgestone Americas Inc. has countered Icahn Enterprises L.P.'s offer for Pep Boys – Manny, Moe & Jack, an offer Pep Boys' board of directors has endorsed unanimously.

Bridgestone increased its offer price to acquire all the outstanding shares of common stock of Pep Boys to $15.50 per share in cash from its previous offer of $15, or about $863 million in aggregate equity value.

The revised offer price of $15.50 per share — which is the same as Icahn Enterprises' offer — provides approximately $28 million in additional cash consideration to Pep Boys shareholders, Bridgestone said.

It was previously reported that Pep Boys was favoring Icahn Enterprises' $15.50 per-share takeover offer over the $15 per-share offer from Bridgestone Americas. Bridgestone had until 5 p.m. on Dec. 11 to make a counteroffer.

Bridgestone said the Pep Boys board of directors “continues to unanimously recommend that Pep Boys shareholders accept its offer.” Additionally, Pep Boys board of directors no longer deems Icahn Enterprises's offer made on Dec. 8 to be a “superior proposal” as defined in the agreement and plan of merger.

The new tender offer will expire at 5 p.m. EST on Jan. 4, unless extended, Bridgestone said.

Pep Boys operates more than 800 retail locations with 7,500-plus service bays in 35 states and Puerto Rico, including 234 tire-centric Service & Tire stores. Fiscal 2014 sales were $2.08 billion.

The acquisition will boost Bridgestone Americas' retail presence in the U.S. to more than 3,000 locations, which operate under the Firestone Complete Auto Care, Tires Plus, Hibdon Tires Plus and Wheel Works brand banners.

“The joining of Bridgestone and Pep Boys combines the expertise of nearly 200 years and a proud heritage in the American automotive aftermarket industry,” said T.J. Higgins, president, consumer U.S. and Canada, Bridgestone Americas.

“Both of our companies take immense pride in the skill of our employees, those in the bays and behind the counters of our stores. Bringing that technical talent together with our shared dedication to customer service will create a better, not just bigger, tire and automotive service retailer, and one that is positioned to best meet consumer needs.”

D.F. King & Co. Inc. is acting as information agent for Bridgestone in the tender offer. American Stock Transfer & Trust Co. L.L.C. is acting as depositary and paying agent in the tender offer. J.P. Morgan Securities L.LC. 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 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.

J.P. Morgan Securities L.L.C. is acting as the exclusive financial adviser to Bridgestone. Jones Day is acting as legal adviser to Bridgestone. Rothschild is acting as the exclusive financial adviser to Pep Boys. Morgan, Lewis & Bockius L.L.P. is acting as legal adviser to Pep Boys.