UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Midas, Inc.
(Name of Subject Company)
Midas, Inc.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
595626102
(CUSIP Number of Class of Securities)
Alvin K. Marr,
Esq.
Senior Vice President, General Counsel & Secretary
Midas, Inc.
1300 Arlington Heights Road
Itasca, Illinois 60143
(630) 438-3000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With a copy to:
Carol Anne Huff, Esq.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
(312) 862-2000
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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The following letters were sent to prospective franchisees on March 14, 2012.
March 14, 2012
Dear Franchise Prospect:
Enclosed please find a copy of a press release issued by Midas, Inc.
and TBC Corporation (TBC) on March 13, 2012. The press release announces that the companies have entered into a definitive merger agreement, pursuant to which TBC will acquire Midas through a tender offer. The closing of the
transaction is expected to occur by the end of the second quarter of 2012 and is subject to customary terms and conditions, including regulatory clearance.
TBC, a Delaware corporation, is a marketer and distributor of tires and other products for the automotive replacement market. The principal place of business of TBC is 4300 TBC Way, Palm Beach Gardens,
Florida 33410. TBC is wholly-owned by Sumitomo Corporation of America, a New York corporation, whose principal business address is 600 Third Avenue, New York, NY 10016 (SCOA) and by Summit Global Management of America, Inc., a Delaware
corporation, whose principal business address is 600 Third Avenue, New York, NY 10016 (Summit). Both SCOA and Summit are owned by Sumitomo Corporation, a corporation organized under the laws of Japan, whose principal business address is
Harumi Island Triton Square Office Tower Y, 8-11 Harumi 1-Chome, Chuo-ku, Tokyo 104-8610 Japan.
TBC is the parent corporation of Shared
Services, Inc. (TBC Shared Services), a Delaware corporation which, in turn, owns Big O Tires, LLC (Big O), a Nevada limited liability company. Big O was originally incorporated as a Nevada corporation on December 30,
1982 and subsequently converted to a limited liability company on September 28, 2007. It does business under its current organizational name Big O Tires, LLC as well as Big O and Big O Tires and no other name. Both TBC
Shared Services and Big Os principal place of business is 823 Donald Ross Road, Juno Beach, Florida.
TBC is also the indirect
parent corporation of TBC Retail Group, Inc. (d/b/a Tire Kingdom and formerly known as Tire Kingdom, Inc.) (TBC Retail Group), a Florida corporation. TBC Retail Group operates non-Big O retail outlets for the sale of tires and related
automotive products and services and may periodically operate such retail outlets under the Big O Tire name. TBC Retail Group is also responsible for the management of Big O. Its principal place of business is also 823 Donald Ross Road, Juno Beach,
Florida 33408.
Midas
International Corporation : 1300 Arlington Heights Road : Itasca, IL 60143 : T
630.438.3000 : F 630.438.3700
Big O offers franchises for the operation of retail stores selling and servicing tires and related
automotive products and services (Big O Stores). Big O also sells tires and automotive accessories to franchisees. In addition, Big O and its affiliates sell or lease other items to franchisees such as real estate, equipment, signs and
services. Big O also conducts wholesale operations under which it sells non-Big O brand tires and other automotive accessories to Big O franchisees and to other purchasers.
Big O Stores operate under the service marks BIG O or BIG O TIRES and other trademarks and trade names, service marks and other logos and symbols periodically designated by Big O.
Big O Stores also license from Big O certain proprietary methods of doing business. The Big O Stores are serviced through regional sales and distribution centers, which are either owned or leased, and operated, by Big O.
Big O offers franchises under two franchise models: Product Distribution Franchises (PDFs) and Business Format Franchises (BFFs).
Before 2006, Big O offered only PDFs, except for certain BFF test market programs in southern Nevada, which programs ended around April 2006. The Big O network is in the process of transitioning from the PDF model to the BFF model. Big O currently
offers only BFFs to new franchisees. However, it anticipates that it will continue to have PDFs in its network for a significant period of time.
Big O has offered franchises for the operation of retail stores selling and servicing tires and related automotive products since approximately 1982. Its principal predecessor, Big O Tire Dealers, Inc.,
offered franchises in this line of business since 1980 and offered dealer agreements in this line of business from approximately 1962.
As of
March 31, 2011, Big O had 392 franchised outlets (PDF Stores and BFF Stores combined) and 64 company-owned Big O Stores in the following province and states: Alberta (Canada), Arizona, California, Colorado, Idaho, Indiana, Iowa, Kansas,
Kentucky, Missouri, Montana, Nebraska, Nevada, New Mexico, Ohio, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming.
The
owners of Big O Shops may solicit and accept customers in any geographic region where Big O Shops, Midas Shops, SpeeDee Shops and Midas/SpeeDee Co-Brand Shops are located. It is possible that Big O Shops may be operated in close proximity to your
Franchised Unit.
Since 1995, TBC and certain of its non-Big O subsidiaries have operated retail outlets selling tires and other automotive
aftermarket products. As of June 1, 2011, TBC and its wholly-owned subsidiaries operated approximately 752 non-Big O retail tire and automotive services centers in the following district and states: District of Columbia, Alabama, Delaware,
Florida, Georgia, Illinois, Indiana, Iowa, Louisiana, Kansas, Kentucky, Massachusetts, Maryland, Minnesota, Missouri, Mississippi, New Jersey, North Carolina, New Hampshire, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West
Virginia and Vermont. These retail outlets do business under the trade names Tire Kingdom, Merchants, National Tire Battery, NTB, and Tire
America. These retail outlets may solicit and accept customers in any geographic region where Big O Shops, Midas Shops, SpeeDee Shops and Midas/SpeeDee Co-Brand Shops are located. It is
possible that these non-Big O retail shops may be operated in close proximity to your Franchised Unit.
It has not been determined yet if
there will be any changes to the Boards of Directors or Officers of Midas International Corporation or SpeeDee Worldwide Corporation as a result of the proposed transaction.
We wanted to make sure that this information was made available to you.
Please sign and
date where indicated below, acknowledging your receipt of this letter and information and return to Debbie DiBendetto in the Midas Franchise Recruitment Department via fax at (630) 438-3073.
Very truly yours,
MIDAS INTERNATIONAL
CORPORATION
John E. Brisson, Jr.
Vice President, Finance and Planning
ACKNOWLEDGMENT
of Receipt of the Letter to Franchise
Prospect, dated March 14, 2012.
ADDITONAL INFORMATION
The tender offer for the outstanding shares of Midas has not yet commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities
of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are
strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as
they will contain important information, including the various terms of, and conditions to, the tender offer. Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road,
Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from
the SECs website at
www.sec.gov
.
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For Immediate Release
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TBC Contact: Patrice Kelty
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561-383-3000x 2527 / (M) 561-420-3052
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Midas Contact: Bob Troyer
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630-438-3016 / (M) 312-543-6703
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TBC CORPORATION AND MIDAS, INC.
ENTER INTO DEFINITIVE MERGER AGREEMENT
March 13, 2012 Palm Beach Gardens, Fla. and Itasca, Ill.
TBC Corporation and Midas, Inc. (NYSE: MDS) today announced that they have entered into a definitive merger agreement,
pursuant to which TBC will acquire Midas through a cash tender offer at $11.50 per share. The all-cash transaction is valued at approximately $310 million, including 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 August 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 boards of directors of both companies. In
addition, Midas Chairman, President and Chief Executive Officer Alan Feldman has signed a tender and voting agreement in support of the offer.
TBC Chairman and Chief Executive Officer 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, said 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.
Under the terms of the merger agreement, TBC will commence a cash tender offer no later than March 28, 2012. The closing of the transaction is
expected to occur by the end of the second quarter, and is subject to customary terms and conditions, including regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The merger agreement also provides for customary termination
fees payable by Midas under certain circumstances and a provision under which Midas has agreed not to solicit any competing offers.
Morgan Joseph TriArtisan LLC is acting as financial advisor to TBC and Morgan, Lewis & Bockius
is acting as legal advisor. J.P. Morgan Securities LLC is acting as the financial advisor to Midas and Kirkland & Ellis LLP is acting as legal advisor.
Additional Information
The tender offer for the outstanding shares of Midas has not yet
commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO
with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to
the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of
transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as they will contain important information, including the various terms of, and conditions to, the tender offer.
Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road, Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will
be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from the SECs website at
www.sec.gov
.
Forward-Looking Statements
Statements in this communication may contain, in addition to
historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Reform Act), and Midas claims the protection of the safe harbor for forward-looking
statements contained in the Reform Act. All statements included in this communication concerning activities, events or developments that Midas expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual
results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and
other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements, including the risk that the tender offer will not close because of a
failure to satisfy one or more of the closing conditions and that Midas business will have been adversely impacted during the pendency of the tender offer. Forward-looking statements include: the expected benefits and costs of the transaction;
management plans relating to the transaction; the anticipated timing of filings and approvals relating to the acquisition, including approvals under Hart-Scott-Rodino and other competition approvals; the expected timing of the completion of the
transaction; the ability to complete the transaction considering the various closing conditions, and projections of
earnings, revenues, synergies, accretion, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Additional information on these and other risks, uncertainties and factors is included in Midas Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC. Accordingly, no assurances can be given as to whether the transaction will be completed or if any of the other events anticipated by the
forward-looking statements will occur or what impact they will have. Forward-looking statements speak only as of the date the statement was made. Midas does not undertake and specifically declines any obligation to update any forward-looking
statements.
About TBC Corporation
Headquartered in Palm Beach Gardens, Fla., TBC Corporation is one of the nations largest marketers of automotive replacement tires through a multi-channel strategy. TBC Corporation is a wholesale
supplier to independent regional tire retailers and distributors throughout the U.S., Canada and Mexico. Additionally, TBCs wholesale group operates Carroll Tire, a regional tire wholesale distributor servicing independent tire dealers across
the United States. TBCs Retail Group operates more than 1200 franchised and company-owned tire and automotive service centers under the brands Tire Kingdom
®
, Merchants Tire & Auto
Centers
®
, NTB-National Tire & Battery and Big O
Tires
®
. TBC is owned by Sumitomo Corporation of America (SCOA). SCOA is the largest subsidiary of Sumitomo
Corporation (SC), one of Japans major integrated trading and investment business enterprises.
About Midas
Midas is one of the worlds largest providers of automotive service, offering brake, maintenance, tires, exhaust, steering and suspension services at
more than 2,250 franchised, licensed and company-owned Midas shops in 14 countries, including nearly 1,500 in the United States and Canada. Midas also owns the SpeeDee Oil Change business, with 161 auto service centers in the United States and
Mexico.
###
March 14, 2012
Dear Franchise Prospect:
Enclosed please find a copy of a press release issued by Midas, Inc. and
TBC Corporation (TBC) on March 13, 2012. The press release announces that the companies have entered into a definitive merger agreement, pursuant to which TBC will acquire Midas through a tender offer. The closing of the transaction
is expected to occur by the end of the second quarter of 2012 and is subject to customary terms and conditions, including regulatory clearance.
TBC, a Delaware corporation, is a marketer and distributor of tires and other products for the automotive replacement market. The principal place of
business of TBC is 4300 TBC Way, Palm Beach Gardens, Florida 33410. TBC is wholly-owned by Sumitomo Corporation of America, a New York corporation, whose principal business address is 600 Third Avenue, New York, NY 10016 (SCOA) and by
Summit Global Management of America, Inc., a Delaware corporation, whose principal business address is 600 Third Avenue, New York, NY 10016 (Summit). Both SCOA and Summit are owned by Sumitomo Corporation, a corporation organized under
the laws of Japan, whose principal business address is Harumi Island Triton Square Office Tower Y, 8-11 Harumi 1-Chome, Chuo-ku, Tokyo 104-8610 Japan.
TBC is the parent corporation of Shared Services, Inc. (TBC Shared Services), a Delaware corporation which, in turn, owns Big O Tires, LLC (Big O), a Nevada limited liability
company. Big O was originally incorporated as a Nevada corporation on December 30, 1982 and subsequently converted to a limited liability company on September 28, 2007. It does business under its current organizational name Big O Tires,
LLC as well as Big O and Big O Tires and no other name. Both TBC Shared Services and Big Os principal place of business is 823 Donald Ross Road, Juno Beach, Florida.
TBC is also the indirect parent corporation of TBC Retail Group, Inc. (d/b/a Tire Kingdom and formerly known as Tire Kingdom, Inc.) (TBC Retail
Group), a Florida corporation. TBC Retail Group operates non-Big O retail outlets for the sale of tires and related automotive products and services and may periodically operate such retail outlets under the Big O Tire name. TBC Retail Group
is also responsible for the management of Big O. Its principal place of business is also 823 Donald Ross Road, Juno Beach, Florida 33408.
1300 Arlington
Heights Road, Itasca, IL 60143 (630) 438-3000 (630) 438-3700 fax
www.speedeeoil.com
Big O offers franchises for the operation of retail stores selling and servicing tires and related
automotive products and services (Big O Stores). Big O also sells tires and automotive accessories to franchisees. In addition, Big O and its affiliates sell or lease other items to franchisees such as real estate, equipment, signs and
services. Big O also conducts wholesale operations under which it sells non-Big O brand tires and other automotive accessories to Big O franchisees and to other purchasers.
Big O Stores operate under the service marks BIG O or BIG O TIRES and other trademarks and trade names, service marks and other logos and symbols periodically designated by Big O.
Big O Stores also license from Big O certain proprietary methods of doing business. The Big O Stores are serviced through regional sales and distribution centers, which are either owned or leased, and operated, by Big O.
Big O offers franchises under two franchise models: Product Distribution Franchises (PDFs) and Business Format Franchises (BFFs).
Before 2006, Big O offered only PDFs, except for certain BFF test market programs in southern Nevada, which programs ended around April 2006. The Big O network is in the process of transitioning from the PDF model to the BFF model. Big O currently
offers only BFFs to new franchisees. However, it anticipates that it will continue to have PDFs in its network for a significant period of time.
Big O has offered franchises for the operation of retail stores selling and servicing tires and related automotive products since approximately 1982. Its principal predecessor, Big O Tire Dealers, Inc.,
offered franchises in this line of business since 1980 and offered dealer agreements in this line of business from approximately 1962.
As of
March 31, 2011, Big O had 392 franchised outlets (PDF Stores and BFF Stores combined) and 64 company-owned Big O Stores in the following province and states: Alberta (Canada), Arizona, California, Colorado, Idaho, Indiana, Iowa, Kansas,
Kentucky, Missouri, Montana, Nebraska, Nevada, New Mexico, Ohio, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming.
The
owners of Big O Shops may solicit and accept customers in any geographic region where Big O Shops, Midas Shops, SpeeDee Shops and Midas/SpeeDee Co-Brand Shops are located. It is possible that Big O Shops may be operated in close proximity to your
Franchised Unit.
Since 1995, TBC and certain of its non-Big O subsidiaries have operated retail outlets selling tires and other automotive
aftermarket products. As of June 1, 2011, TBC and its wholly-owned subsidiaries operated approximately 752 non-Big O retail tire and automotive services centers in the following district and states: District of Columbia, Alabama, Delaware,
Florida, Georgia, Illinois, Indiana, Iowa, Louisiana, Kansas, Kentucky, Massachusetts, Maryland, Minnesota, Missouri, Mississippi, New Jersey, North Carolina, New Hampshire, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West
Virginia and Vermont. These retail outlets do business under the trade names Tire Kingdom, Merchants, National Tire Battery, NTB, and Tire
America. These retail outlets may solicit and accept customers in any geographic region where Big O Shops, Midas Shops, SpeeDee Shops and Midas/SpeeDee Co-Brand Shops are located. It is
possible that these non-Big O retail shops may be operated in close proximity to your Franchised Unit.
It has not been determined yet if
there will be any changes to the Boards of Directors or Officers of Midas International Corporation or SpeeDee Worldwide Corporation as a result of the proposed transaction.
We wanted to make sure that this information was made available to you.
Please sign and
date where indicated below, acknowledging your receipt of this letter and information and return to Debbie DiBendetto in the Midas Franchise Recruitment Department via fax at (630) 438-3073.
Very truly yours,
MIDAS INTERNATIONAL
CORPORATION
John E. Brisson, Jr.
Vice President, Finance and Planning
ACKNOWLEDGMENT
of Receipt of the Letter to Franchise
Prospect, dated March 14, 2012.
ADDITONAL INFORMATION
The tender offer for the outstanding shares of Midas has not yet commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities
of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are
strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as
they will contain important information, including the various terms of, and conditions to, the tender offer. Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road,
Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from
the SECs website at
www.sec.gov
.
|
|
|
For Immediate Release
|
|
TBC Contact: Patrice Kelty
|
|
|
561-383-3000x 2527 / (M) 561-420-3052
|
|
|
|
|
Midas Contact: Bob Troyer
|
|
|
630-438-3016 / (M) 312-543-6703
|
TBC CORPORATION AND MIDAS, INC.
ENTER INTO DEFINITIVE MERGER AGREEMENT
March 13, 2012 Palm Beach Gardens, Fla. and Itasca, Ill.
TBC Corporation and Midas, Inc. (NYSE: MDS) today announced that they have entered into a definitive merger agreement,
pursuant to which TBC will acquire Midas through a cash tender offer at $11.50 per share. The all-cash transaction is valued at approximately $310 million, including 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 August 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 boards of directors of both companies. In
addition, Midas Chairman, President and Chief Executive Officer Alan Feldman has signed a tender and voting agreement in support of the offer.
TBC Chairman and Chief Executive Officer 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, said 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.
Under the terms of the merger agreement, TBC will commence a cash tender offer no later than March 28, 2012. The closing of the transaction is
expected to occur by the end of the second quarter, and is subject to customary terms and conditions, including regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The merger agreement also provides for customary termination
fees payable by Midas under certain circumstances and a provision under which Midas has agreed not to solicit any competing offers.
Morgan Joseph TriArtisan LLC is acting as financial advisor to TBC and Morgan, Lewis & Bockius
is acting as legal advisor. J.P. Morgan Securities LLC is acting as the financial advisor to Midas and Kirkland & Ellis LLP is acting as legal advisor.
Additional Information
The tender offer for the outstanding shares of Midas has not yet
commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO
with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to
the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of
transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as they will contain important information, including the various terms of, and conditions to, the tender offer.
Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road, Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will
be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from the SECs website at
www.sec.gov
.
Forward-Looking Statements
Statements in this communication may contain, in addition to
historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Reform Act), and Midas claims the protection of the safe harbor for forward-looking
statements contained in the Reform Act. All statements included in this communication concerning activities, events or developments that Midas expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual
results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and
other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements, including the risk that the tender offer will not close because of a
failure to satisfy one or more of the closing conditions and that Midas business will have been adversely impacted during the pendency of the tender offer. Forward-looking statements include: the expected benefits and costs of the transaction;
management plans relating to the transaction; the anticipated timing of filings and approvals relating to the acquisition, including approvals under Hart-Scott-Rodino and other competition approvals; the expected timing of the completion of the
transaction; the ability to complete the transaction considering the various closing conditions, and projections of
earnings, revenues, synergies, accretion, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Additional information on these and other risks, uncertainties and factors is included in Midas Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC. Accordingly, no assurances can be given as to whether the transaction will be completed or if any of the other events anticipated by the
forward-looking statements will occur or what impact they will have. Forward-looking statements speak only as of the date the statement was made. Midas does not undertake and specifically declines any obligation to update any forward-looking
statements.
About TBC Corporation
Headquartered in Palm Beach Gardens, Fla., TBC Corporation is one of the nations largest marketers of automotive replacement tires through a multi-channel strategy. TBC Corporation is a wholesale
supplier to independent regional tire retailers and distributors throughout the U.S., Canada and Mexico. Additionally, TBCs wholesale group operates Carroll Tire, a regional tire wholesale distributor servicing independent tire dealers across
the United States. TBCs Retail Group operates more than 1200 franchised and company-owned tire and automotive service centers under the brands Tire Kingdom
®
, Merchants Tire & Auto
Centers
®
, NTB-National Tire & Battery and Big O
Tires
®
. TBC is owned by Sumitomo Corporation of America (SCOA). SCOA is the largest subsidiary of Sumitomo
Corporation (SC), one of Japans major integrated trading and investment business enterprises.
About Midas
Midas is one of the worlds largest providers of automotive service, offering brake, maintenance, tires, exhaust, steering and suspension services at
more than 2,250 franchised, licensed and company-owned Midas shops in 14 countries, including nearly 1,500 in the United States and Canada. Midas also owns the SpeeDee Oil Change business, with 161 auto service centers in the United States and
Mexico.
###
March 14, 2012
Dear Franchise Prospect:
Enclosed please find a copy of a press release issued by Midas, Inc.
and TBC Corporation (TBC) on March 13, 2012. The press release announces that the companies have entered into a definitive merger agreement, pursuant to which TBC will acquire Midas through a tender offer. The closing of the
transaction is expected to occur by the end of the second quarter of 2012 and is subject to customary terms and conditions, including regulatory clearance.
TBC, a Delaware corporation, is a marketer and distributor of tires and other products for the automotive replacement market. The principal place of business of TBC is 4300 TBC Way, Palm Beach Gardens,
Florida 33410. TBC is wholly-owned by Sumitomo Corporation of America, a New York corporation, whose principal business address is 600 Third Avenue, New York, NY 10016 (SCOA) and by Summit Global Management of America, Inc., a Delaware
corporation, whose principal business address is 600 Third Avenue, New York, NY 10016 (Summit). Both SCOA and Summit are owned by Sumitomo Corporation, a corporation organized under the laws of Japan, whose principal business address is
Harumi Island Triton Square Office Tower Y, 8-11 Harumi 1-Chome, Chuo-ku, Tokyo 104-8610 Japan.
TBC is the parent corporation of Shared
Services, Inc. (TBC Shared Services), a Delaware corporation which, in turn, owns Big O Tires, LLC (Big O), a Nevada limited liability company. Big O was originally incorporated as a Nevada corporation on December 30,
1982 and subsequently converted to a limited liability company on September 28, 2007. It does business under its current organizational name Big O Tires, LLC as well as Big O and Big O Tires and no other name. Both TBC
Shared Services and Big Os principal place of business is 823 Donald Ross Road, Juno Beach, Florida.
TBC is also the indirect
parent corporation of TBC Retail Group, Inc. (d/b/a Tire Kingdom and formerly known as Tire Kingdom, Inc.) (TBC Retail Group), a Florida corporation. TBC Retail Group operates non-Big O retail outlets for the sale of tires and related
automotive products and services and may periodically operate such retail outlets under the Big O Tire name. TBC Retail Group is also responsible for the management of Big O. Its principal place of business is also 823 Donald Ross Road, Juno Beach,
Florida 33408.
Big O offers franchises for the operation of retail stores selling and servicing tires and related automotive products and
services (Big O Stores). Big O also sells tires and automotive accessories to franchisees. In addition, Big O and its affiliates sell or lease other items to franchisees such as real estate, equipment, signs and services. Big O also
conducts wholesale operations under which it sells non-Big O brand tires and other automotive accessories to Big O franchisees and to other purchasers.
1300 Arlington
Heights Road : Itasca, IL 60143 : T (630) 438-3000 : F (630)
438-3700 : www.midasspeedee.com
Big O Stores operate under the service marks BIG O or BIG O TIRES and other
trademarks and trade names, service marks and other logos and symbols periodically designated by Big O. Big O Stores also license from Big O certain proprietary methods of doing business. The Big O Stores are serviced through regional sales and
distribution centers, which are either owned or leased, and operated, by Big O.
Big O offers franchises under two franchise models: Product
Distribution Franchises (PDFs) and Business Format Franchises (BFFs). Before 2006, Big O offered only PDFs, except for certain BFF test market programs in southern Nevada, which programs ended around April 2006. The Big O
network is in the process of transitioning from the PDF model to the BFF model. Big O currently offers only BFFs to new franchisees. However, it anticipates that it will continue to have PDFs in its network for a significant period of time.
Big O has offered franchises for the operation of retail stores selling and servicing tires and related automotive products since
approximately 1982. Its principal predecessor, Big O Tire Dealers, Inc., offered franchises in this line of business since 1980 and offered dealer agreements in this line of business from approximately 1962.
As of March 31, 2011, Big O had 392 franchised outlets (PDF Stores and BFF Stores combined) and 64 company-owned Big O Stores in the following
province and states: Alberta (Canada), Arizona, California, Colorado, Idaho, Indiana, Iowa, Kansas, Kentucky, Missouri, Montana, Nebraska, Nevada, New Mexico, Ohio, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming.
The owners of Big O Shops may solicit and accept customers in any geographic region where Big O Shops, Midas Shops, SpeeDee Shops and Midas/SpeeDee
Co-Brand Shops are located. It is possible that Big O Shops may be operated in close proximity to your Franchised Unit.
Since 1995, TBC and
certain of its non-Big O subsidiaries have operated retail outlets selling tires and other automotive aftermarket products. As of June 1, 2011, TBC and its wholly-owned subsidiaries operated approximately 752 non-Big O retail tire and
automotive services centers in the following district and states: District of Columbia, Alabama, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Louisiana, Kansas, Kentucky, Massachusetts, Maryland, Minnesota, Missouri, Mississippi, New Jersey,
North Carolina, New Hampshire, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia and Vermont. These retail outlets do business under the trade names Tire Kingdom, Merchants, National
Tire Battery, NTB, and Tire America. These retail outlets may solicit and accept customers in any geographic region where Big O Shops, Midas Shops, SpeeDee Shops and Midas/SpeeDee Co-Brand Shops are located. It is
possible that these non-Big O retail shops may be operated in close proximity to your Franchised Unit.
It has not been determined yet if there will be any changes to the Boards of Directors or Officers of Midas
International Corporation or SpeeDee Worldwide Corporation as a result of the proposed transaction.
We wanted to make sure that this
information was made available to you.
Please sign and date where indicated below, acknowledging your receipt of this letter and
information and return to Debbie DiBendetto in the Midas Franchise Recruitment Department via fax at (630) 438-3073.
Very truly
yours,
MIDAS INTERNATIONAL CORPORATION
John E. Brisson, Jr.
Vice President, Finance and Planning
ACKNOWLEDGMENT
of Receipt of the Letter to Franchise
Prospect, dated March 14, 2012.
ADDITONAL INFORMATION
The tender offer for the outstanding shares of Midas has not yet commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities
of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are
strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as
they will contain important information, including the various terms of, and conditions to, the tender offer. Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road,
Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from
the SECs website at
www.sec.gov
.
|
|
|
For Immediate Release
|
|
TBC Contact: Patrice Kelty
|
|
|
561-383-3000x 2527 / (M) 561-420-3052
|
|
|
|
|
Midas Contact: Bob Troyer
|
|
|
630-438-3016 / (M) 312-543-6703
|
TBC CORPORATION AND MIDAS, INC.
ENTER INTO DEFINITIVE MERGER AGREEMENT
March 13, 2012 Palm Beach Gardens, Fla. and Itasca, Ill.
TBC Corporation and Midas, Inc. (NYSE: MDS) today announced that they have entered into a definitive merger agreement,
pursuant to which TBC will acquire Midas through a cash tender offer at $11.50 per share. The all-cash transaction is valued at approximately $310 million, including 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 August 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 boards of directors of both companies. In
addition, Midas Chairman, President and Chief Executive Officer Alan Feldman has signed a tender and voting agreement in support of the offer.
TBC Chairman and Chief Executive Officer 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, said 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.
Under the terms of the merger agreement, TBC will commence a cash tender offer no later than March 28, 2012. The closing of the transaction is
expected to occur by the end of the second quarter, and is subject to customary terms and conditions, including regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The merger agreement also provides for customary termination
fees payable by Midas under certain circumstances and a provision under which Midas has agreed not to solicit any competing offers.
Morgan Joseph TriArtisan LLC is acting as financial advisor to TBC and Morgan, Lewis & Bockius
is acting as legal advisor. J.P. Morgan Securities LLC is acting as the financial advisor to Midas and Kirkland & Ellis LLP is acting as legal advisor.
Additional Information
The tender offer for the outstanding shares of Midas has not yet
commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO
with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to
the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of
transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as they will contain important information, including the various terms of, and conditions to, the tender offer.
Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road, Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will
be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from the SECs website at
www.sec.gov
.
Forward-Looking Statements
Statements in this communication may contain, in addition to
historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Reform Act), and Midas claims the protection of the safe harbor for forward-looking
statements contained in the Reform Act. All statements included in this communication concerning activities, events or developments that Midas expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual
results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and
other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements, including the risk that the tender offer will not close because of a
failure to satisfy one or more of the closing conditions and that Midas business will have been adversely impacted during the pendency of the tender offer. Forward-looking statements include: the expected benefits and costs of the transaction;
management plans relating to the transaction; the anticipated timing of filings and approvals relating to the acquisition, including approvals under Hart-Scott-Rodino and other competition approvals; the expected timing of the completion of the
transaction; the ability to complete the transaction considering the various closing conditions, and projections of
earnings, revenues, synergies, accretion, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Additional information on these and other risks, uncertainties and factors is included in Midas Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC. Accordingly, no assurances can be given as to whether the transaction will be completed or if any of the other events anticipated by the
forward-looking statements will occur or what impact they will have. Forward-looking statements speak only as of the date the statement was made. Midas does not undertake and specifically declines any obligation to update any forward-looking
statements.
About TBC Corporation
Headquartered in Palm Beach Gardens, Fla., TBC Corporation is one of the nations largest marketers of automotive replacement tires through a multi-channel strategy. TBC Corporation is a wholesale
supplier to independent regional tire retailers and distributors throughout the U.S., Canada and Mexico. Additionally, TBCs wholesale group operates Carroll Tire, a regional tire wholesale distributor servicing independent tire dealers across
the United States. TBCs Retail Group operates more than 1200 franchised and company-owned tire and automotive service centers under the brands Tire Kingdom
®
, Merchants Tire & Auto
Centers
®
, NTB-National Tire & Battery and Big O
Tires
®
. TBC is owned by Sumitomo Corporation of America (SCOA). SCOA is the largest subsidiary of Sumitomo
Corporation (SC), one of Japans major integrated trading and investment business enterprises.
About Midas
Midas is one of the worlds largest providers of automotive service, offering brake, maintenance, tires, exhaust, steering and suspension services at
more than 2,250 franchised, licensed and company-owned Midas shops in 14 countries, including nearly 1,500 in the United States and Canada. Midas also owns the SpeeDee Oil Change business, with 161 auto service centers in the United States and
Mexico.
###
The following letter was sent to Midas, Inc. retirees on March 15, 2012.
March 15, 2012
Dear Midas Retiree:
As you are aware, our Board announced plans to explore strategic
alternatives last August. I am pleased to announce that we have completed that process, resulting in the announcement earlier this week that Midas has reached an agreement to be acquired by TBC Corporation, the nations largest vertically
integrated marketer of tires through its Tire Kingdom, NTB, Merchants and Big O Tire retail outlets. A copy of the press release is attached.
This decision marks the culmination of a thorough process, and the Board firmly believes that this transaction represents the most attractive path forward for Midas. There is no doubt we have made a great
deal of progress improving Midass performance of late and TBCs interest in our company is a direct reflection of the hard work our employees, past and present, as well as all of our franchise partners have put into the operations and in
strengthening the Midas brand.
I am confident that we have found an excellent partner in TBC. Much like Midas, TBC has a long history of
providing innovative and quality products and exceptional service at a fair price to customers. By joining forces with an industry leader of TBCs caliber, I believe the result will be an even stronger organization with greater scale, more
robust financial resources and exciting prospects for the future.
TBC will launch a tender offer by the end of March. The closing of the
transaction is expected to occur by the end of the second quarter and is subject to customary terms and conditions including regulatory approvals. Between now and closing, our two companies will continue to operate independently.
I know that some of you will have questions based on this announcement and what it might mean for your benefits. As part of the merger agreement, TBC is
assuming the obligations for Midas pension liabilities. Rest assured that your pension payments will continue, uninterrupted. In the meantime, please direct any questions you might have to our pension administration team at 888-824-0271. As
always, we remain committed to keeping you informed as this transition moves forward, and we thank you for your service as a proud Midas employee.
Sincerely,
Alan Feldman
Chairman, President and CEO
Additional Information
The tender offer for the outstanding shares of Midas has not yet commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities
of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect
to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are
strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as
they will contain important information, including the various terms of, and conditions to, the tender offer. Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road,
Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from
the SECs website at
www.sec.gov
.
|
|
|
For Immediate Release
|
|
TBC Contact: Patrice Kelty
|
|
|
561-383-3000x 2527 / (M) 561-420-3052
|
|
|
|
|
Midas Contact: Bob Troyer
|
|
|
630-438-3016 / (M) 312-543-6703
|
TBC CORPORATION AND MIDAS, INC.
ENTER INTO DEFINITIVE MERGER AGREEMENT
March 13, 2012 Palm Beach Gardens, Fla. and Itasca, Ill.
TBC Corporation and Midas, Inc. (NYSE: MDS) today announced that they have entered into a definitive merger agreement,
pursuant to which TBC will acquire Midas through a cash tender offer at $11.50 per share. The all-cash transaction is valued at approximately $310 million, including 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 August 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 boards of directors of both companies. In
addition, Midas Chairman, President and Chief Executive Officer Alan Feldman has signed a tender and voting agreement in support of the offer.
TBC Chairman and Chief Executive Officer 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, said 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.
Under the terms of the merger agreement, TBC will commence a cash tender offer no later than March 28, 2012. The closing of the transaction is
expected to occur by the end of the second quarter, and is subject to customary terms and conditions, including regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act. The merger agreement also provides for customary termination
fees payable by Midas under certain circumstances and a provision under which Midas has agreed not to solicit any competing offers.
Morgan Joseph TriArtisan LLC is acting as financial advisor to TBC and Morgan, Lewis & Bockius
is acting as legal advisor. J.P. Morgan Securities LLC is acting as the financial advisor to Midas and Kirkland & Ellis LLP is acting as legal advisor.
Additional Information
The tender offer for the outstanding shares of Midas has not yet
commenced. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares or other securities of Midas. At the time the tender offer is commenced, TBC will file a tender offer statement on Schedule TO
with the U.S. Securities and Exchange Commission, and Midas will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase shares of Midas common stock will only be made pursuant to
the offer to purchase, the letter of transmittal and related documents filed with such Schedule TO. Investors and Midas stockholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of
transmittal and the related tender offer documents) and the related solicitation/recommendation statement when they become available, as they will contain important information, including the various terms of, and conditions to, the tender offer.
Such materials will be made available to Midas stockholders at no expense to them by contacting Midas at 1300 Arlington Heights Road, Itasca, Illinois 60143, Attn: Bob Troyer, telephone (630) 438-3016. In addition, Midas stockholders will
be able to obtain these documents (when available) and other documents filed with the U.S. Securities and Exchange Commission for free from the SECs website at
www.sec.gov
.
Forward-Looking Statements
Statements in this communication may contain, in addition to
historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Reform Act), and Midas claims the protection of the safe harbor for forward-looking
statements contained in the Reform Act. All statements included in this communication concerning activities, events or developments that Midas expects, believes or anticipates will or may occur in the future are forward-looking statements. Actual
results could differ materially from the results discussed in the forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and involve known and unknown risks, uncertainties and
other factors that may cause actual results and performance to be materially different from any future results or performance expressed or implied by forward-looking statements, including the risk that the tender offer will not close because of a
failure to satisfy one or more of the closing conditions and that Midas business will have been adversely impacted during the pendency of the tender offer. Forward-looking statements include: the expected benefits and costs of the transaction;
management plans relating to the transaction; the anticipated timing of filings and approvals relating to the acquisition, including approvals under Hart-Scott-Rodino and other competition approvals; the expected timing of the completion of the
transaction; the ability to complete the transaction considering the various closing conditions, and projections of
earnings, revenues, synergies, accretion, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Additional information on these and other risks, uncertainties and factors is included in Midas Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC. Accordingly, no assurances can be given as to whether the transaction will be completed or if any of the other events anticipated by the
forward-looking statements will occur or what impact they will have. Forward-looking statements speak only as of the date the statement was made. Midas does not undertake and specifically declines any obligation to update any forward-looking
statements.
About TBC Corporation
Headquartered in Palm Beach Gardens, Fla., TBC Corporation is one of the nations largest marketers of automotive replacement tires through a multi-channel strategy. TBC Corporation is a wholesale
supplier to independent regional tire retailers and distributors throughout the U.S., Canada and Mexico. Additionally, TBCs wholesale group operates Carroll Tire, a regional tire wholesale distributor servicing independent tire dealers across
the United States. TBCs Retail Group operates more than 1200 franchised and company-owned tire and automotive service centers under the brands Tire Kingdom
®
, Merchants Tire & Auto
Centers
®
, NTB-National Tire & Battery and Big O
Tires
®
. TBC is owned by Sumitomo Corporation of America (SCOA). SCOA is the largest subsidiary of Sumitomo
Corporation (SC), one of Japans major integrated trading and investment business enterprises.
About Midas
Midas is one of the worlds largest providers of automotive service, offering brake, maintenance, tires, exhaust, steering and suspension services at
more than 2,250 franchised, licensed and company-owned Midas shops in 14 countries, including nearly 1,500 in the United States and Canada. Midas also owns the SpeeDee Oil Change business, with 161 auto service centers in the United States and
Mexico.
###
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