TBC Corporation Announces Results of Tender Offer for All of the Outstanding Shares of Common Stock of Midas, Inc.
April 25 2012 - 8:12AM
Business Wire
TBC Corporation (“TBC”) today announced that it has accepted for
payment all of the shares of Midas, Inc. common stock tendered
pursuant to TBC’s tender offer for all of the outstanding shares of
common stock of Midas, Inc. (NYSE: MDS) (“Midas”) at a purchase
price of $11.50 per share. As of the expiration of the offer,
9,923,605 shares of common stock of Midas were validly tendered and
were not withdrawn (including 326,192 shares tendered pursuant to
guaranteed delivery procedures). Such shares represent 68.8 percent
of the 14,433,908 shares of Midas stock outstanding as of April 24,
2012. All of such shares have been accepted for payment in
accordance with the terms of the tender offer. The tender offer
expired at 12:00 midnight (New York City time) at the end of April
24, 2012.
TBC intends to exercise the “top-up” provided in the merger
agreement to purchase additional shares from Midas, which will
allow TBC to complete and close the merger and acquisition of Midas
without stockholder approval. TBC currently expects to pay for the
shares accepted for payment pursuant to the tender offer on April
30, 2012 and to complete the merger immediately thereafter, at
which time Midas will become a wholly owned subsidiary of TBC. All
outstanding shares of common stock of Midas, other than shares held
by TBC or by Midas’ stockholders who are entitled to and properly
exercise appraisal rights under Delaware law, will be canceled and
converted into the right to receive cash equal to the $11.50 offer
price per share. In addition, upon completion of the merger, the
common stock of Midas will cease to be traded on the NYSE.
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.
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