Philadelphia, PA, December 28, 2015
The Pep Boys — Manny, Moe & Jack (NYSE: PBY), the nation's leading automotive aftermarket service and retail chain, today announced that, on December 28, 2015, its Board of Directors, after consultation with its independent legal and financial advisors, determined that a proposal, received in the afternoon of December 28, 2015, from Icahn Enterprises L.P. to acquire Pep Boys for $18.50 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 Enterprises delivered to the Company a merger agreement signed by Icahn Enterprises that is not subject to due diligence or financing conditions.
As previously announced, on December 23, 2015, the Company was informed that the Federal Trade Commission had granted early termination of the waiting period under the HSR Act with respect to a potential transaction with Icahn Enterprises.
Also on December 28, 2015, 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 5:00pm New York City time on Thursday, December 31, 2015, 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 October 26, 2015, the Company entered into the Bridgestone agreement pursuant to which Bridgestone commenced, on November 16, 2015, a tender offer for all outstanding shares of Pep Boys at $15.00 per share in cash. On December 11, 2015, the parties announced that the price per share had been increased to $15.50, and on December 24, 2015, the parties announced that the price per share had been increased to $17.00.
There can be no assurance that a transaction with Icahn Enterprises 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 advisor to Pep Boys and Morgan, Lewis & Bockius LLP is acting as legal advisor.
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. Customers can find the nearest location by calling 1-800-PEP BOYS (1-800-737-2697) or by visiting www.pepboys.com
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “will,” “believe,” “expect,” “estimate,” “anticipate,” “should” and “likely” and similar expressions identify forwardlooking statements. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only to expectations and beliefs concerning future events, approvals and transactions held as of the date the statement was made. Forwardlooking statements contained in this release may relate to, but are not limited to, statements regarding the anticipated timing of filings and approvals relating to the merger; statements regarding the expected timing of the completion of the tender offer or the merger; and any statements of assumptions underlying any of the foregoing. Such forwardlooking statements are based on current expectations and assumptions that involve a number of known and unknown risks, uncertainties and other factors generally beyond the control of management which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These risks include uncertainties associated with the tender offer and the merger, including uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of Pep Boys' shareholders will tender their shares in the offer, the risk that competing offers will be made, the possibility that various closing conditions for the transaction may not be satisfied or waived, the ability to achieve anticipated benefits and the general risk associated with the respective businesses and operating results of BSRO and Pep Boys. Other factors that may cause Pep Boys' actual results to differ materially from those expressed or implied in the forwardlooking statements are discussed in Pep Boys' filings with the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended January 31, 2015, and subsequent reports filed by Pep Boys with the SEC. Copies of Pep Boys' filings with the SEC may be obtained at the “Investors” section of Pep Boys' website at www.pepboys.com or on the SEC's website at www.sec.gov. The forward-looking statements included in this announcement are made as of the date hereof. None of Bridgestone, BSRO or Pep Boys is under any obligation to (and each expressly disclaims any such obligation to) update any of the information in this document if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise, except as otherwise may be required by law.
ADDITIONAL INFORMATION
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. This communication is for informational purposes only. The tender offer transaction among Pep Boys, Bridgestone Retail Operations, LLC (BSRO) and TAJ Acquisition Co. (TAJ) is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by BSRO and TAJ with the U.S. Securities and Exchange Commission (SEC) on November 16, 2015, as amended from time to time. In addition, on November 16, 2015, Pep Boys filed a Solicitation/Recommendation statement on Schedule 14D-9 with the SEC related to the tender offer. Prior to making any decision regarding the tender offer, Pep Boys shareholders are strongly advised to read the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9. Pep Boys shareholders are able to obtain the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9 at no charge on the SEC's website at www.sec.gov. In addition, Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation statement on Schedule 14D-9 may be obtained free of charge from D.F. King & Co., Inc., the Information Agent for the tender offer, Telephone Number (866) 620-2536, or by directing a request to Pep Boys, Attention: Brian Zuckerman, 3111 West Allegheny Avenue, Philadelphia, PA 19132, Telephone Number (215) 430-9169.
Contact:
Investors:Brian Zuckerman | (215) 430-9169
Media:Joele Frank, Wilkinson Brimmer Katcher | Dan Katcher / Averell Withers | 212-355-4449
