NEW YORK and PHILADELPHIA, Dec. 30,
2015 /PRNewswire/ -- Icahn Enterprises L.P. ("Icahn
Enterprises"; NASDAQ: IEP) and The Pep Boys – Manny, Moe & Jack
("Pep Boys"; NYSE: PBY) today announced that they have entered into
a definitive merger agreement under which a subsidiary of Icahn
Enterprises will acquire Pep Boys, one of the nation's leading
automotive aftermarket service and retail chains, in an all-cash
transaction for $18.50 per share, or
approximately $1.031 billion in
aggregate equity value. The merger agreement has been
unanimously approved by the Boards of Directors of both
companies.
Pep Boys, headquartered in Philadelphia, has been one of the nation's
leading automotive aftermarket chains since 1921. From more
than 800 locations in 35 states and Puerto Rico, Pep Boys offers tires,
maintenance and repair and parts and accessories.
"This was a terrific opportunity to leverage the financial
resources and industry knowledge of Icahn Enterprises to the
benefit of Pep Boys' customers, manufacturer partners and employees
and further bolster our U.S. automotive footprint," said
Carl C. Icahn, Chairman of Icahn
Enterprises. "Since our acquisition of Auto Plus, our
wholly-owned automotive aftermarket company, in June, we have been
actively looking for an excellent synergistic acquisition
opportunity like Pep Boys, which has enormous growth potential,
strong brand recognition, and well-known, best-in-class customer
service."
"We are very pleased to have reached this agreement, which
delivers outstanding value to Pep Boys' shareholders, provides new
opportunities for Pep Boys employees and allows Pep Boys to benefit
from the significant expertise and resources of Icahn Enterprises,"
said Scott Sider, CEO of Pep
Boys. "There are tremendous opportunities for Pep Boys and
Auto Plus, a company that shares Pep Boys' unwavering commitment to
best-in-class customer service and solutions. I am confident
in Pep Boys' strong future growth prospects as an Icahn Enterprises
portfolio company."
The transaction, which is not conditioned on financing, is
expected to close in the first quarter of 2016.
Under Pep Boys' previous merger agreement with Bridgestone
Retail Operations, LLC ("Bridgestone"), Icahn Enterprises paid, on
behalf of Pep Boys, a termination fee of $39.5 million to Bridgestone.
Proskauer Rose LLP, White & Case LLP and Drinker Biddle
& Reath LLP are acting as legal advisors to Icahn Enterprises.
Rothschild is acting as exclusive financial advisor to Pep
Boys and Morgan, Lewis & Bockius LLP is acting as its legal
advisor.
About Icahn Enterprises L.P.
Icahn Enterprises L.P. (NASDAQ: IEP), a master limited
partnership, is a diversified holding company engaged in ten
primary business segments: Investment, Automotive, Energy, Metals,
Railcar, Gaming, Mining, Food Packaging, Real Estate and Home
Fashion.
About Pep Boys
Since 1921, Pep Boys has been the nation's leading automotive
aftermarket chain. With over 7,500 service bays in over 800
locations in 35 states and Puerto
Rico, Pep Boys offers name-brand tires; automotive
maintenance and repair; parts and expert advice for the
Do-It-Yourselfer; commercial auto parts delivery; and fleet
maintenance and repair. Customers can find the nearest
location by calling 1-800-PEP BOYS (1-800-737-2697) or by visiting
www.pepboys.com.
Forward-Looking Statements
This press release contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as "believe," 'intend," "demonstrate,"
"expect," "estimate," "anticipate," "should" and "likely" and
similar expressions identify forward-looking statements. In
addition, statements that are not historical should also be
considered forward-looking statements. Readers are cautioned not to
place undue reliance on those forward-looking statements, which
speak only as of the date the statement was made. Such
forward-looking statements are based on current expectations that
involve a number of known and unknown risks, uncertainties and
other factors which may cause actual events to be materially
different from those expressed or implied by such forward-looking
statements. These risks include uncertainties associated
with the Icahn Enterprises tender offer and the merger, including
uncertainties as to the timing of the tender offer and merger,
uncertainties as to how many of Pep Boys' shareholders will tender
their shares in the offer, the risk that competing offers will be
made, and the possibility that various closing conditions for the
transaction may not be satisfied or waived. Other factors
may cause Pep Boys' actual results to differ materially from those
expressed or implied in the forward-looking statements and such
factors are discussed in Pep Boys' filings with the U.S. Securities
and Exchange Commission ("SEC"), including its Annual Report on
Form 10-K for the fiscal year ended January 31, 2015, and
subsequent reports filed by Pep Boys with the SEC. Copies of Pep
Boys' filings with the SEC may be obtained at the "Investors"
section of Pep Boys' website at www.pepboys.com or on the SEC's
website at www.sec.gov. In addition, other factors may cause Icahn
Enterprises' actual results to differ materially from those
expressed or implied in the forward-looking statements and such
factors are discussed in Icahn Enterprises' filings with the SEC,
including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2014, and subsequent reports filed by Icahn
Enterprises with the SEC. Copies of Icahn Enterprises' filings with
the SEC may be obtained on the SEC's website at
www.sec.gov.
The forward-looking statements included in this announcement
are made as of the date hereof. Neither Pep Boys nor Icahn
Enterprises is under any obligation to (and each expressly
disclaims any such obligation to) update any of the information in
this press release if any forward-looking statement later turns out
to be inaccurate whether as a result of new information, future
events or otherwise, except as otherwise may be required by the
federal securities laws.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. This communication is
for informational purposes only. The tender offer transaction to be
commenced by Icahn Enterprises will be made pursuant to a tender
offer statement on Schedule TO (including the Offer to Purchase, a
related Letter of Transmittal and other offer materials) filed by a
subsidiary of Icahn Enterprises with the U.S. Securities and
Exchange Commission (SEC). In addition Pep Boys will file a
Solicitation/Recommendation statement on Schedule 14D-9 with the
SEC related to the tender offer. Prior to making any decision
regarding the tender offer, Pep Boys shareholders are strongly
advised to read the Schedule TO (including the Offer to Purchase, a
related Letter of Transmittal and other offer materials) and the
related Solicitation/Recommendation statement on Schedule 14D-9.
Pep Boys shareholders will be able to obtain the Schedule TO
(including the Offer to Purchase, a related Letter of Transmittal
and other offer materials) and the related
Solicitation/Recommendation statement on Schedule 14D-9 at no
charge on the SEC's website at www.sec.gov. In addition, Schedule
TO (including the Offer to Purchase, a related Letter of
Transmittal and other offer materials) and the related
Solicitation/Recommendation statement on Schedule 14D-9 may be
obtained free of charge from the information agent for the tender
offer or by directing a request to Pep Boys, Attention:
Brian Zuckerman, 3111 West Allegheny
Avenue, Philadelphia, PA 19132,
Telephone Number (215) 430-9169.
Contacts:
Icahn Enterprises' Investors:
SungHwan Cho, Chief Financial
Officer
(212) 702-4300
Pep Boys' Investors:
Brian Zuckerman
(215) 430-9169
Media:
Joele Frank, Wilkinson Brimmer
Katcher
Dan Katcher / Averell Withers
212-355-4449
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/icahn-enterprises-to-acquire-pep-boys-300197829.html
SOURCE Pep Boys; Icahn Enterprises L.P.