Bridgestone Americas announced that its subsidiary, TAJ Acquisition Co., is commencing a cash tender offer to purchase all outstanding shares of The Pep Boys.
Bridgestone and Pep Boys previously announced on Monday, October 26, 2015, that they had entered into a definitive merger agreement under which BSRO will acquire Pep Boys.
The tender offer is being made pursuant to an Offer to Purchase, dated November 16, 2015. Upon successful closing of the tender offer, shareholders of Pep Boys will receive US$15.00 in cash for each share of Pep Boys common stock validly tendered and not validly withdrawn in the offer, without interest and less any applicable withholding tax.
BSRO and Purchaser will file today with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO that includes the Offer to Purchase and related Letter of Transmittal that set forth the terms and conditions of the tender offer. Additionally, Pep Boys will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 that includes the recommendation of the Pep Boys board of directors that Pep Boys shareholders tender their shares in the tender offer.
The tender offer will expire at 5:00 p.m. (New York City time) on Monday, January 4, 2016, unless the offer period is extended in accordance with the definitive merger agreement and the applicable rules and regulations of the SEC. The completion of the tender offer will be conditioned on Pep Boys’ shareholders tendering at least a majority of Pep Boys’ outstanding shares, determined on a fully diluted basis, and other customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.