Bridgestone and Pep Boys Agree on Amended Terms to Merger Agreement
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NASHVILLE and PHILADELPHIA - December 11, 2015: Bridgestone Americas, Inc. (Bridgestone) and The Pep Boys – Manny, Moe & Jack (Pep Boys; NYSE: PBY) today announced that Pep Boys and Bridgestone Retail Operations, LLC (BSRO), a wholly owned subsidiary of Bridgestone, have amended their Agreement and Plan of Merger dated October 26, 2015. Pursuant to the amendment, BSRO increased the offer price to acquire all the outstanding shares of common stock of Pep Boys from $15.00 per share to $15.50 per share in cash, or approximately $863 million in aggregate equity value. The revised offer price of $15.50 per share provides approximately $28 million in additional cash consideration to Pep Boys shareholders.
The Pep Boys board of directors continues to unanimously recommend that Pep Boys shareholders accept BSRO's offer and tender their shares pursuant to that offer. Pep Boys also announced that its board of directors no longer deems the proposal received on December 8, 2015 from Icahn Enterprises L.P. to acquire Pep Boys for $15.50 per share in cash to be a "Superior Proposal" as defined in the Agreement and Plan of Merger.
The offer documents and Pep Boys' solicitation/recommendation statement on Schedule 14D-9 will be amended to reflect the amended terms. The tender offer will expire at 5:00 p.m., New York City time, on Monday, January 4, 2016, unless extended.
"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 Tire Operations. "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."
BSRO's nationwide network of 2,200 tire and automotive service centers 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, the Pep Boys' network represents an immediate expansion for BSRO, and accelerates the global growth strategy of Bridgestone Corporation. The world's largest tire and rubber company, Bridgestone Corporation, is the parent of Bridgestone Americas.
About Bridgestone Corporation
Bridgestone
Corporation, headquartered in Tokyo, is
the world's largest tire and rubber company. In addition to tires for use
in a wide variety of applications, it also manufactures a broad range of
diversified products, which include industrial rubber and chemical products
and sporting goods. Its products are sold in over 150 nations and
territories around the world.
About Bridgestone Americas, Inc.:
Nashville, Tennessee-based Bridgestone Americas,
Inc. (BSAM) is the U.S. subsidiary of Bridgestone Corporation, the world's
largest tire and rubber company. BSAM and its subsidiaries develop,
manufacture and market a wide range of Bridgestone, Firestone and associate
brand tires to address the needs of a broad range of customers, including
consumers, automotive and commercial vehicle original equipment
manufacturers, and those in the agricultural, forestry and mining
industries. The companies are also engaged in retreading operations
throughout the Western Hemisphere and produce air springs, roofing
materials, and industrial fibers and textiles. The BSAM family of companies
also operates the world's largest chain of automotive tire and service
centers. Guided by its One Team, One Planet
message, the company is dedicated to achieving a positive environmental
impact in all of the communities it calls home.
About Bridgestone Retail Operations,
LLC:
Bridgestone Retail Operations, LLC (BSRO) is
headquartered in Bloomingdale, Ill., and
owns and operates more than 2,200 tire and automotive service centers
across the United States — including
Firestone Complete Auto Care, Tires Plus, Hibdon Tires Plus and Wheel Works
store locations. Credit First National Association and Firestone Complete
Fleet Care operations are also part of BSRO. BSRO is a member of the
Bridgestone Americas family of companies.
About Pep Boys
Since 1921, Pep Boys has been the
nation's leading automotive aftermarket chain. With over 7,500 service bays
in over 800 locations in 35 states and Puerto
Rico, Pep Boys offers name-brand tires; automotive maintenance and
repair; parts and expert advice for the Do-It-Yourselfer; commercial auto
parts delivery; and fleet maintenance and repair.