Copart Commences Tender Offer to Purchase up to 7,317,073 Shares of its Common Stock
24 November 2015 - 10:00PM
Business Wire
Copart, Inc. (NASDAQ:CPRT) today announced it has commenced a
modified “Dutch Auction” tender offer to purchase up to 7,317,073
shares of its common stock at a purchase price not greater than
$41.00 nor less than $38.00 per share. The number of shares
proposed to be purchased in the tender offer represents
approximately 6.1% of the approximately 120,236,510 shares of
Copart common stock currently outstanding. Assuming 7,317,073
shares are repurchased at the maximum price of $41.00 per share in
the tender offer, the Company will repurchase a total of
approximately $300.0 million of its common stock in the tender
offer. The last reported trading price of Copart common stock on
the NASDAQ Global Select Market on November 23, 2015 was $37.20 per
share.
The tender offer will expire at 5:00 p.m. New York City time on
December 23, 2015, unless extended by Copart. Tenders of Copart’s
common stock must be made prior to the expiration of the tender
offer and may be withdrawn at any time prior to the expiration of
the tender offer. The tender is subject to conditions and other
terms set forth in the tender offer materials that are being
distributed to stockholders and filed with the Securities and
Exchange Commission (SEC) today.
On the terms and subject to the conditions of the tender offer,
Copart’s stockholders will have the opportunity to tender some or
all of their shares within the $38.00 to $41.00 per share range.
Based on the number of shares tendered and the prices specified by
the tendering stockholders, Copart will select the lowest purchase
price within the price range that will enable it to buy
7,317,073 shares, or such lesser number of shares that
are tendered and not withdrawn. All shares accepted in the tender
offer will be purchased at the same price per share even if the
stockholder tendered at a lower price. If stockholders tender more
than 7,317,073 shares at or below the purchase price
per share, Copart will purchase the shares tendered at or below the
determined purchase price by those stockholders, subject to
proration and certain other factors.
None of Copart, its directors and officers, the information
agent, or the depositary is making any recommendation to
stockholders as to whether to tender or refrain from tendering
their shares into the tender offer or as to the purchase price or
purchase prices at which stockholders may choose to tender their
shares. Stockholders must make their own decisions as to how many
shares they will tender, if any. In so doing, stockholders should
read and evaluate carefully the information in the offer to
purchase (the “Offer to Purchase”) and related letter of
transmittal (the “Letter of Transmittal”) to be distributed to
holders of Copart common stock.
All of Copart’s directors and executive officers have advised
Copart that they do not intend to tender any of their shares in the
tender offer.
The information agent is Georgeson Inc. and the depositary is
Computershare Trust Company, N.A.
The Offer to Purchase, Letter of Transmittal, and related
documents are being mailed to stockholders of record and will be
made available for distribution to beneficial owners of Copart’s
shares. For questions and information, please call the information
agent at 1-800-932-9864.
This press release is for informational purposes only and
does not constitute an offer to purchase nor a solicitation of an
offer to sell shares of Copart common stock. The tender offer is
being made only pursuant to the Offer to Purchase (as may be
amended or supplemented), the related Letter of Transmittal, and
other related documents that Copart is sending to its stockholders.
The tender offer materials contain important information that
should be read carefully before any decision is made with respect
to the tender offer. Those materials are being distributed by
Copart to Copart’s stockholders at no expense to them. In addition,
all of those materials (and all other offer documents filed with
the SEC) will be available at no charge on the SEC’s website at
www.sec.gov or by contacting Georgeson Inc., the
information agent for the tender offer, at 1-800-932-9864.
About Copart
Copart, founded in 1982, provides vehicle sellers with a full
range of remarketing services to process and sell salvage and clean
title vehicles to dealers, dismantlers, rebuilders, exporters and,
in some locations, to end users. Copart remarkets the vehicles
through Internet sales utilizing its VB3 technology. Copart sells
vehicles on behalf of insurance companies, banks, finance
companies, fleet operators, dealers, car dealerships and others as
well as cars sourced from the general public. The company currently
operates in the United States and Canada, the United Kingdom,
Brazil, Germany, the United Arab Emirates, Oman and Bahrain, India,
and Spain.
Forward-Looking Statements
This press release contains forward-looking statements, such as
references to completion of the tender offer and the payment for
shares related thereto. These statements, including their
underlying assumptions, are subject to risks and uncertainties and
are not guarantees of future performance. Actual results may differ
materially from those projected or implied due to various factors,
such as the possibility that stockholders may not tender their
shares in the tender offer, or to other conditions to completion of
the tender offer are not satisfied. For further details of these
risks, you should read our filings with the SEC, including our
Schedule TO and the documents referred to therein. The
statements presented in this press release speak only as of the
date of the release. Please note that except as required by
applicable law, we undertake no obligation to revise or update
publicly any forward-looking statements for any reason.
Notwithstanding anything in this press release, the safe harbor
protections of the Private Securities Litigation Reform Act of 1995
do not apply to statements made in connection with a tender
offer.
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version on businesswire.com: http://www.businesswire.com/news/home/20151124005319/en/
Copart, Inc.Christopher M. Smith, 972-391-5021Senior Analyst,
Office of the Chief Financial
Officerchristopher.smith3@copart.com
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