Editor’s Note: The story below is featured in the AMN Year in Review, as one of the Top Ten Distribution Stories of 2012. As you may or may not know, the sale of Pep Boys to The Gores Group never materialized. The two parties canceled their merger agreement at the end of May. You can read more about that here and here.
PHILADELPHIA – Pep Boys announced that it has entered into a definitive merger agreement under which it will be acquired by The Gores Group, one of the nation’s leading investment firms, led by founder and CEO Alec Gores. Total enterprise value of the transaction is approximately $1 billion.
Under the terms of the merger agreement, The Gores Group will acquire all the outstanding common shares of Pep Boys for $15 per share in cash. This represents a premium of 24 percent percent over Pep Boys’ closing price of $12.08 on Jan. 27, and a premium of 36 percent over Pep Boys’ volume weighted average closing price over the last 30 trading days.
Pep Boys’ board of directors unanimously approved the merger agreement and has recommended that Pep Boys’ shareholders approve the transaction. It is expected that Mike Odell, Pep Boys’ president and CEO, and other members of the senior management team will continue in their roles with the company after the completion of the transaction.
“Partnering with The Gores Group delivers a significant premium for Pep Boys’ shareholders and ensures a strong foundation for us to continue our expansion,” said Odell. “Our board firmly believes that this transaction is in the best interests of all of our stakeholders and delivers an ongoing commitment to excellence for our customers and employees.”
Lee Bird, managing director of operations and consumer practice leader at The Gores Group, said, “Pep Boys’ strong brand awareness and management’s strategy to be the automotive solutions provider of choice for the value-oriented customer positions Pep Boys for growth. We are excited to help Pep Boys build on this vision and enable the company to take the brand and business to the next level by effectively scaling its powerful differentiated service platform.”
Ryan Wald, managing director of mergers and acquisitions at The Gores Group, added, “For over 90 years, Pep Boys has been the leading automotive service and retail chain, and we look forward to supporting the company’s continued growth and expansion with our substantial equity resources.”
The agreement provides for a 45-day "go-shop" period and contains customary closing conditions, including receiving the approval of Pep Boys’ shareholders and all applicable regulatory approvals. A special meeting of Pep Boys’ shareholders will be held following the filing of a definitive proxy statement with the U.S. Securities and Exchange Commission and subsequent mailing of the proxy statement to shareholders. The Gores Group has fully committed financing and the transaction is not subject to a financing condition.
The transaction is currently expected to close in the second fiscal quarter of 2012. Following completion of the transaction, Pep Boys will become a privately held company and its stock will no longer trade on the New York Stock Exchange.
Industry analysts have been expecting a sale of the company for some time. In January 2011, Tony Cristello, managing director of BB&T Capital Markets-Equity Research, first questioned whether a sale of the company was to be expected in the near future.
