PALM BEACH GARDENS, Fla. and ITASCA Ill. – TBC Corp. and Midas Inc. today announced that they have entered into a definitive merger agreement, through which TBC will acquire Midas in a cash tender offer of $11.50 per share.
The all-cash transaction is valued at approximately $310 million and includes the assumption of approximately $137 million in debt and pension liabilities. The $11.50 per share offer price represents a 75 percent premium over Midas’ closing price of $6.58 on Aug. 11, 2011, when Midas announced it would conduct a strategic review process, and a 28 percent premium over the closing share price as of Monday, March 12, 2012.
The proposed transaction has been unanimously approved by the board of directors of both companies. In addition, Midas Chairman, President and CEO Alan Feldman has signed a tender and voting agreement in support of the offer.
TBC Chairman and CEO Lawrence Day commented, “With nearly 2,300 locations worldwide, Midas is a leader in automotive services and we are very excited to welcome such an iconic brand into our portfolio. By combining the strengths of Midas’ platform with our industry expertise and financial resources, we will build on their current momentum and take the company to the next level.”
“We are pleased to announce this transaction, which is strategically compelling and provides significant value to our shareholders,” added Feldman. “The offer represents a significant and immediate premium for our shareholders and marks the culmination of a thorough strategic review process by our board of directors, which began last August. The combination of these two highly complementary businesses will provide significant opportunities for Midas to prosper in the future and will create enhanced opportunities for franchisees and strong benefits to customers.”
The deal is expected to close by the end of the second quarter.
TBC’s other companies include: Carroll Tire Company, Big O Tire, Tire Kingdom, NTB, Merchant’s Tire & Auto Centers and Treadways. TBC is owned by Sumitomo Corp. of America. Sumitomo Corp. of America, the North American subsidiary of Sumitomo Rubber Industries, bought TBC Corp. in September 2005 in a $1.1 billion deal.
