TBC Corporation and Midas, Inc. Enter into Definitive Merger Agreement
March 13 2012 - 6:00AM
Business Wire
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 SEC's 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 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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