Pep Boys announced that, on Dec. 20, its board of directors, after consultation with its independent legal and financial advisers, determined that a proposal, received on the evening of Dec. 18 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 signed merger agreement that is not subject to due diligence or financing conditions and contains a “hell or high water” anti-trust covenant.
Also on Dec. 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. EST on Wednesday, Dec. 23, 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 Oct. 26, the company entered into the Bridgestone agreement pursuant to which Bridgestone commenced on Nov. 16, a tender offer for all outstanding shares of Pep Boys at $15 per share in cash. On Dec. 11, 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 adviser to Pep Boys and Morgan, Lewis & Bockius LLP is acting as legal adviser.
