Copart Announces Intent to Repurchase Up to 7,317,073 Shares of Its Common Stock Through A Modified “Dutch Auction” Tende...
November 23 2015 - 5:08PM
Business Wire
Copart, Inc. (NASDAQ: CPRT) today announced that it expects to
commence a modified “Dutch Auction” tender offer to purchase up to
7,317,073 shares of its common stock at a price per share not less
than $38.00 and not greater than $41.00. The tender offer is
expected to commence on November 24, 2015, and to expire on
December 23, 2015, unless extended. The number of shares proposed
to be purchased in the tender offer represents approximately 6.1%
of Copart’s currently outstanding common stock. 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.
Tenders of shares must be made prior to the expiration of the
tender offer and may be withdrawn at any time prior to that
time.
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 at a price 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 determine the
lowest per-share price within the range that will enable it to
purchase 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tendered and not withdrawn.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 a stockholder
tenders 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 pro-ration and
certain other factors.
The tender offer is not contingent upon any minimum number of
shares being tendered. The tender offer is, however, subject to a
number of customary terms and conditions.
None of Copart, its board of directors, the depositary, or the
information agent is making any recommendations to stockholders as
to whether to tender or refrain from tendering their shares into
the tender offer. Stockholders must decide how many shares they
will tender, if any, and the price within the stated range at which
they will offer their shares for purchase by Copart.
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, a letter
of transmittal, and related documents will be mailed to
stockholders of record and also will be made available for
distribution to beneficial owners of Copart’s stock. For questions
and information, please call the information agent at
1-800-932-9864.
News Release for Informational Purposes Only
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR SOLICITATION OF AN OFFER TO SELL
SHARES OF COPART’S COMMON STOCK. THE TENDER OFFER WILL BE MADE ONLY
PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL, AND
RELATED MATERIALS THAT COPART WILL DISTRIBUTE TO ITS STOCKHOLDERS
AFTER COPART FILES WITH THE SECURITIES AND EXCHANGE COMMISSION ITS
“SCHEDULE TO” AND OFFER TO PURCHASE. STOCKHOLDERS AND INVESTORS
SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL,
AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE
TENDER OFFER. AFTER COPART FILES ITS “SCHEDULE TO” AND OFFER TO
PURCHASE WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH FILING
IS PRESENTLY EXPECTED TO BE MADE ON NOVEMBER 24, 2015, STOCKHOLDERS
AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT
ON “SCHEDULE TO,” THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL, AND
OTHER DOCUMENTS THAT COPART WILL BE FILING WITH THE SECURITIES AND
EXCHANGE COMMISSION AT THE SECURITIES AND EXCHANGE COMMISSION’S
WEBSITE AT WWW.SEC.GOV OR BY CONTACTING GEORGESON INC., THE
INFORMATION AGENT FOR THE TENDER OFFER, AT 1-800-932-9864.
STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO
MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
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, as
defined under federal securities laws. These forward-looking
statements include statements regarding Copart’s expectations
regarding the timing for filing its Schedule TO, Offer to Purchase,
and other tender offer documents and launching and completing its
common stock tender offer. These forward-looking statements are not
guarantees and are subject to risks, uncertainties, and assumptions
that could cause the timing of the filing of the Schedule TO, Offer
to Purchase, and other tender documents and launching and
completing the tender offer to differ materially and adversely from
the timing expressed in the forward-looking statements in this
press release. Factors that could cause actual results to differ
materially include risks and uncertainties, including, but not
limited to, risks associated with the completion of the review and
preparation of such filings and the review and completion of our
application by the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as to Copart’s expectations as of the
date hereof. Copart undertakes no obligation to update these
forward-looking statements as a result of events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
Company names used herein are trademarks or registered
trademarks of their respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20151123006311/en/
Copart, Inc.Christopher M. Smith, 972-391-5021Senior Analyst,
Office of the Chief Financial
Officerchristopher.smith3@copart.com
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