TBC Corporation and Midas, Inc. Announce Early Termination of Hart-Scott-Rodino Waiting Period
03 April 2012 - 6:31AM
Business Wire
TBC Corporation and Midas, Inc. announced today that they
received early termination of the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) with
respect to TBC’s cash tender offer for all of the shares of common
stock of Midas, Inc. (NYSE: MDS) at a price of $11.50 per share on
a fully diluted basis. TBC initiated the cash tender offer through
its wholly owned subsidiary, Gearshift Merger Corporation, on March
28, 2012.
The expiration of the HSR Act waiting period satisfies one of
the conditions to the tender offer, which will expire at 12:00
midnight (New York City time) at the end of Tuesday, April 24,
2012, unless extended in accordance with the merger agreement and
the applicable rules and regulations of the SEC. The tender offer
is conditioned upon, among other things, there being validly
tendered in accordance with the terms of the tender offer and not
validly withdrawn prior to the expiration of the tender offer, a
majority of the issued and outstanding shares on a fully diluted
basis.
The Depositary for the tender offer is Computershare Trust
Company, N.A. The Information Agent for the tender offer is D.F.
King & Co., Inc. The Dealer-Manager for the tender offer is
Morgan Joseph TriArtisan LLC.
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.
Forward Looking Statements
Statements in this communication may contain, in addition to
historical information, certain “forward-looking statements.” 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; the expected timing of the completion
of the transaction; the ability to complete the transaction
considering the various closing conditions; projections of
earnings; plans, strategies and objectives of management for future
operations; any expectation or belief; and any 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.
Notice to Investors
This announcement is not a recommendation, an offer to purchase
or a solicitation of an offer to sell shares or other securities of
Midas. TBC has filed a tender offer statement on Schedule TO with
the SEC, and Midas has filed 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, as they contain important
information, including the various terms of, and conditions to, the
tender offer. Such materials are 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 can obtain
these documents and other documents filed with the U.S. Securities
and Exchange Commission for free from the SEC’s website
at www.sec.gov.
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