The Pep Boys – Manny, Moe & Jack said that on Dec. 20 its Board of Directors determined that a proposal, received Dec. 18, 2015 from Icahn Enterprises L.P. to acquire Pep Boys for $16.50 per share in cash, constitutes a "superior proposal" as defined in the company's agreement and plan of merger with Bridgestone Retail Operations, LLC.
As part of its proposal, Icahn delivered to the company a merger agreement signed by Icahn that is not subject to due diligence or financing conditions and contains a "hell or high water" anti-trust covenant.
Also on December 20, the company delivered notice to Bridgestone of the Pep Boys Board's determination and intention to effect a change of recommendation and to terminate the Bridgestone agreement. Such notice commenced a three business day period that will expire at 5 p.m. New York City time on Dec. 23, 2015, during which the company may not change the recommendation nor terminate the Bridgestone agreement, and Bridgestone has the right to make proposals to the company.
As previously announced on October 26, 2015, the company entered into the Bridgestone agreement pursuant to which Bridgestone commenced, on November 16, a tender offer for all outstanding shares of Pep Boys at $15 per share in cash. On December 11, 2015, the parties announced that the price per share had been increased to $15.50.
There can be no assurance that a transaction with Icahn will result or that Bridgestone will propose any adjustments to the Bridgestone agreement. The Pep Boys Board has not changed its recommendation with respect to the Bridgestone transaction, nor has it made any recommendation with respect to the Icahn proposal.
Rothschild is acting as the exclusive financial advisor to Pep Boys and Morgan, Lewis & Bockius LLP is acting as legal advisor.
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