Icahn Enterprises Announces Expiration of Cash Tender Offer for Shares of Pep Boys
03 February 2016 - 11:30PM
Icahn Enterprises L.P. (“Icahn Enterprises”) (NASDAQ:IEP) today
announced that the tender offer of Icahn Enterprises Holdings L.P.
and its wholly owned subsidiary, IEP Parts Acquisition LLC (the
“
Offeror”), to purchase any and all issued and
outstanding shares of common stock of The Pep Boys — Manny, Moe
& Jack (“Pep Boys”) (NYSE:PBY) at a price of $18.50 per share,
net to the seller in cash, without interest and less required
withholding taxes, expired at 12:00 midnight, New York City time,
on Tuesday, February 2, 2016 (one minute after 11:59 P.M., New York
City time, on February 2, 2016), as scheduled and was not extended.
The depositary for the tender offer has advised that, as of the
expiration of the offer, a total of approximately 38,114,742 shares
were validly tendered and not withdrawn in the tender offer (not
including shares delivered through notices of guaranteed delivery)
which, together with those shares already owned by Icahn
Enterprises, the Offeror and their respective subsidiaries or
affiliates, represent approximately 82% of the outstanding shares.
Additionally, notices of guaranteed delivery have been received
with respect to approximately 1,232,540 shares. The Offeror will
accept for payment all shares that were validly tendered and not
withdrawn prior to expiration of the offer, and payment for such
shares will be made promptly, in accordance with the terms of the
offer.
Icahn Enterprises expects to effect a merger as soon as
practicable pursuant to the terms of the merger agreement entered
into with Pep Boys with the Offeror merging with and into Pep Boys,
with Pep Boys surviving as a wholly owned subsidiary of Icahn
Enterprises. In the merger, each outstanding share of Pep Boys not
validly tendered and purchased in the offer (other than shares held
by Icahn Enterprises or any of its subsidiaries and affiliates, or
by Pep Boys and its subsidiaries, (in each case, which will
automatically be cancelled and retired and cease to exist) or any
shareholder of Pep Boys who duly exercises dissenters rights) will
be converted into the right to receive the same $18.50 per share
price, without interest and less any required withholding taxes,
that was paid in the tender offer. Following the merger, Pep Boys’
common stock will cease to be traded on the New York Stock
Exchange.
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.
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
ability of Icahn Enterprises to complete the transactions
contemplated by the merger agreement with Pep Boys. 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. Icahn Enterprises is not under any
obligation to (and 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.
SungHwan Cho
212-702-4300
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