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
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
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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 is a joint press release issued by TBC Corporation and Midas, Inc. on March 13, 2012,
announcing the proposed tender offer and merger.
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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.
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The following is a presentation to investors in Midas, Inc.
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Transaction overview
1
Acquirer
Acquirer
Consideration
Consideration
Metrics
Metrics
On March 12, 2012, TBC Corporation, a subsidiary of Sumitomo
Corporation of America, agreed to acquire Midas, Inc.
Shareholders will receive $11.50 in all-cash consideration per Midas
share with no financing condition
The offer price represents a 75% premium to the pre-strategic
alternatives review announcement closing price of $6.58 on
August 11, 2011
28% premium to Midas
March 12, 2012 closing price of $8.99
The transaction is valued at approximately $310mm
Includes the assumption of $137mm in debt and unfunded
pension liabilities
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Path to
closing
2
Form of
Form of
transaction
transaction
Timing
Timing
Tender offer followed by top-up option / merger
Minimum tender offer condition of 50% of shares outstanding plus
one
TBC will commence a cash tender offer no later than March 28,
2012
The closing of the transaction is expected to occur in the second
quarter of 2012
Other
Other
The transaction has customary closing terms and conditions,
including regulatory clearance under the Hart-Scott-Rodino Act
Termination fees payable by Midas under certain circumstances
Non-solicit of competing offers
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Strategic
alternatives process overview
3
On August 11, 2011, Midas, Inc. announced that its Board of Directors would look to
explore and
evaluate a range of strategic and financial alternatives. The
company retained J.P. Morgan
Securities LLC to assist in the process
A Special Committee of the Board of Directors was formed to review all strategic
alternatives with
the goal of maximizing value for shareholders
Alternatives
reviewed
included
execution
of
base
operating
plan,
acquisitions,
separations/divestitures, return of capital to shareholders, monetization of real
estate, and a
potential sale
Over 100 parties were contacted as a part of the review process
Contacted parties included both strategic buyers and financial sponsors
36
parties
executed
a
confidentiality
agreement
and
participated
in
a
due
diligence
process
The sale transaction is the culmination of this broad strategic review process
conducted by the
Special Committee of the Board of Directors
Process overview
Process overview
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4
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.
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