Merry Christmas, Pep Boys: Bridgestone Ups Stock Bid

Dec. 25, 2015

The offer for Pep Boys-Manny, Moe & Jack keeps getting higher. Bridgestone Americas Inc. has raised its bid for the company's outstanding shares of common stock from $15.50 to $17 a share. The new bid tops the $16.50 per share offered by Icahn Enterprizes L.P.

By amending its Agreement and Plan of Merger dated Oct. 26, 2015, to account for the new bid, Bridgestone Retail Operations LLC (BSRO), a wholly-owned subsidiary of Bridgestone Americas, has provided Pep Boys shareholders with approximately $84 million in additional cash consideration. The aggregate equity value increases to approximately $947 million.

The Pep Boys board of directors continues to unanimously recommend that Pep Boys shareholders accept BSRO’s offer and tender their shares pursuant to that offer. Pep Boys also announced that its board of directors no longer deems the proposal received from Icahn Enterprises to be a “Superior Proposal.”

As required by law, the tender offer is being extended and will now expire at 12 midnight, New York City time, on Tuesday, Jan. 12, 2016, unless further extended. As of 2 p.m., New York City Time, on Thursday, Dec. 24, 2015, approximately 44,485 shares of common stock of Pep Boys have been validly tendered and not withdrawn pursuant to the offer. This excludes shares tendered pursuant to the guaranteed delivery procedures provided for in the offer, and represents approximately 0.08% of the total outstanding shares of common stock of Pep Boys.

“Nearly a century ago, the founders of both our companies created what has become today’s automotive aftermarket retail model,” says Stu Crum, president of BSRO. “In addition to our long and successful histories in this industry, Pep Boys and Bridgestone share a common vision for the future -- to continue to build upon this 100-year foundation to form an even stronger company, one that is renowned for its commitment to being the most trusted provider of automotive service in every neighborhood it serves.”

According to Icahn Enterprises founder Carl Icahn, Bridgestone's bid won't be enough. His U.S. Securities and Exchange Commission filings on Dec. 22, say as much:

“Icahn Enterprises will pay the greater of (a) $16.50 per share or (b) $0.10 more per share than any increased bona fide bid for the Issuer offered by Bridgestone Retail Operations LLC, up to a maximum of $18.10 per share.

If Icahn stands by that statement, Bridgestone likely will have to match the $18.10 per share maximum to get the Pep Boys board's approval (when Bridgestone last matched Icahn's offer, the board considered Bridgestone's bid superior to Icahn's). If victorious, Bridgestone will add more than 800 stores to its retail network, giving it more than 3,000 company-owned outlets in the U.S. and Puerto Rico.

D.F. King & Co. Inc. is acting as information agent for Bridgestone in the tender offer. American Stock Transfer & Trust Co. LLC is acting as depositary and paying agent in the tender offer. J.P. Morgan Securities LLC is acting as dealer manager in the tender offer.

Requests for documents and questions regarding the tender offer may be directed to D.F. King & Co. by telephone at (212) 269-5550 or (866) 620-2536, or by email at [email protected]. J.P. Morgan Securities may be contacted by telephone at (877) 371-5947 or (212) 622-4401.

J.P. Morgan Securities is acting as the exclusive financial advisor to Bridgestone. Jones Day is acting as legal advisor to Bridgestone. Rothschild is acting as the exclusive financial advisor to Pep Boys. Morgan, Lewis & Bockius LLP is acting as legal advisor to Pep Boys.