TBC Corporation Commences Tender Offer for All Outstanding Shares of Midas, Inc.
March 28 2012 - 5:38PM
Business Wire
TBC Corporation and Midas, Inc. (NYSE: MDS) today announced that
TBC Corporation has commenced the previously announced tender offer
for all of the outstanding shares of common stock of Midas at a
price of $11.50 per share, net to the seller in cash without
interest. The tender offer is being conducted by TBC through its
wholly owned subsidiary Gearshift Merger Corp.
On March 13, 2012, TBC and Midas announced that they had entered
into a definitive merger agreement pursuant to which the tender
offer would be made. Pursuant to the merger agreement, after
completion of the tender offer and the satisfaction or waiver of
certain conditions, Midas will merge with Gearshift Merger Corp.,
and all outstanding shares of Midas’ common stock (other than
shares held by TBC Corporation, Gearshift Merger Corp., or Midas,
and shares held by Midas’ stockholders who are entitled to and have
properly exercised appraisal rights under Delaware law) will be
automatically cancelled and converted into the right to receive
cash equal to the $11.50 offer price per share.
After careful consideration, the board of directors of Midas
unanimously approved the merger agreement, the tender offer, the
merger and the other transactions contemplated by the merger
agreement, and the board declared that the terms are advisable,
fair to and in the best interests of Midas and Midas’ stockholders.
Accordingly, Midas’ board of directors unanimously recommends that
stockholders of Midas accept the tender offer and tender their
shares into the tender offer, and if required by applicable law,
adopt the merger agreement.
TBC is filing with the Securities and Exchange Commission (the
“SEC”) today a tender offer statement on Schedule TO, including an
offer to purchase and related letter of transmittal, setting forth
in detail the terms of the tender offer. Additionally, Midas is
filing with the SEC today a solicitation/recommendation statement
on Schedule 14D-9 setting forth in detail, among other things, the
recommendation of Midas’ board of directors that Midas’
stockholders tender their shares into the tender offer.
The completion of the tender offer is subject to certain
conditions, including the satisfaction of a minimum tender
condition and the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act, as
described in the offer to purchase.
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time, on Tuesday, April 24, 2012, unless
extended or earlier terminated in accordance with the terms of the
merger agreement.
The Depositary for the tender offer is Computershare Trust
Company, N.A. The Information Agent for the tender offer is D.F.
King & Co., Inc. The Dealer-Manager for the tender offer is
Morgan Joseph TriArtisan, LLC.
About TBC Corporation
Headquartered in Palm Beach Gardens, Fla., TBC Corporation is
one of the nation’s 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,
TBC’s wholesale group operates Carroll Tire, a regional tire
wholesale distributor servicing independent tire dealers across the
United States. TBC’s Retail Group operates more than 1200
franchised and company-owned tire and automotive service centers
under the brands Tire Kingdom®, Merchant’s 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 Japan’s
major integrated trading and investment business enterprises.
About Midas
Midas is one of the world’s 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.
Forward Looking Statements
Statements in this communication may contain, in addition to
historical information, certain “forward-looking statements.” 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; the expected timing of the completion of the
transaction; the ability to complete the transaction considering
the various closing conditions; projections of earnings; plans,
strategies and objectives of management for future operations; any
expectation or belief; and any 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.
Notice to Investors
This announcement is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares or other securities of
Midas. TBC is filing today a tender offer statement on Schedule TO
with the SEC, and Midas is filing today 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,
as they contain important information, including the various terms
of, and conditions to, the tender offer. Such materials are
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 can obtain these documents and other
documents filed with the U.S. Securities and Exchange Commission
for free from the SEC’s website at www.sec.gov.
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