Bridgestone Americas Inc. and The Pep Boys – Manny, Moe & Jack today announced that Pep Boys and Bridgestone Retail Operations, LLC (BSRO), a wholly owned subsidiary of Bridgestone, have entered into a definitive merger agreement under which BSRO will acquire Pep Boys in an all-cash transaction for $15.00 per share, or approximately $835 million in aggregate equity value.
This represents a premium of 23 percent over Pep Boys' closing price of $12.15 on October 23, 2015 and a premium of 62 percent over Pep Boys' unaffected (prior to market speculation of a potential transaction) price of $9.25 on May 19, 2015. The transaction is structured as a tender offer.
"Bridgestone and Pep Boys are two leading companies that share a proud heritage in the American automotive services industry," said Gary Garfield, CEO and President of Bridgestone Americas. "Our shared expertise and commitment to our customers and employees will help us build an even stronger organization."
Pep Boys, headquartered in Philadelphia, has been one of the nation's leading automotive aftermarket chains since 1921. With more than 7,500 service bays in more than 800 locations in 35 states and Puerto Rico, Pep Boys offers tires, maintenance and repair and parts and accessories.
The acquisition accelerates the global growth strategy of Bridgestone Corporation, the world's largest tire and rubber company and parent of Bridgestone Americas. Pep Boys will add approximately 800 locations to BSRO's nationwide network of 2,200 tire and automotive service centers, which 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, Pep Boys' distribution network will help reach even more consumers with the products and services they want when they need them. The acquisition represents an immediate nationwide expansion of more than 35 percent for BSRO.
"We are excited to join the Bridgestone family of companies to become part of the world's largest company-owned tire and automotive service retail network," said Scott Sider, CEO of Pep Boys. "This transaction delivers a significant premium for Pep Boys' shareholders and offers new opportunities for our employees across a bigger business. We look forward to working with the Bridgestone team for a smooth and successful transition."
The transaction is expected to close in the beginning of 2016. Under the terms of the agreement, which has been unanimously approved by the boards of both Bridgestone and Pep Boys, a wholly owned subsidiary of BSRO will commence a tender offer for all outstanding shares of Pep Boys at $15.00 per share in cash. The completion of the tender offer will be conditioned on Pep Boys' shareholders tendering at least a majority of Pep Boys' 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.
Following completion of the tender offer, both companies will complete a merger in which Pep Boys shares that were not tendered in the tender offer will be cancelled and converted into the right to receive $15.00 per share in cash. Following completion of the transaction, Pep Boys will be wholly owned by and operate under BSRO. Pep Boys' stock will no longer trade on the New York Stock Exchange.
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.
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