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FirstAmerica Automotive, Inc. to be Acquired by Sonic Automotive, Inc.

25 August 1999

FirstAmerica Automotive, Inc. to be Acquired by Sonic Automotive, Inc.

    SAN FRANCISCO--Aug. 25, 1999--FirstAmerica Automotive, Inc. announced today that it has entered into a definitive agreement to be acquired by Sonic Automotive, Inc. , a Charlotte, North Carolina-based owner and operator of automotive dealerships.
    Under the terms of the definitive agreement, which is subject to regulatory and manufacturers' approval, Sonic will exchange 5,100,000 shares of its Class A Common Stock for all of the outstanding shares and equity interests in FirstAmerica and assume debt of approximately $175 million. Following the closing of the transaction, FirstAmerica shareholders will hold approximately 15% of the outstanding Sonic shares. The transaction is expected to close late in the fourth quarter of 1999. In connection with the transaction with Sonic, FirstAmerica will withdraw its registration statement to sell shares of its common stock previously filed with the Securities and Exchange Commission.
    Tom Price, President and Chief Executive Officer of FirstAmerica, will become Vice Chairman and a member of the Board of Directors of Sonic Automotive, Inc. Mr. Price stated "Sonic has demonstrated its ability to perform exceptionally well in the public arena and our management team looks forward to making a significant contribution to the company's future success. FirstAmerica brings to Sonic an experienced and proven management team with demonstrated expertise in auto retailing in California markets. The automotive industry talent and experience represented by the combined management groups will be the best in the industry."

    Included herein are forward-looking statements, including statements with respect to anticipated revenue growth. There are many factors which affect management's views about future events and trends of the Company's business. These factors involve risk and uncertainties that could cause actual results or trends to differ materially from management's view, including without limitation economic conditions, risks associated with acquisitions and the risk factors set forth from time to time in the Company's recent filings with the Securities and Exchange Commission.