Copart Announces Preliminary Results of Its Tender Offer
December 24 2015 - 5:45AM
Business Wire
Copart expects to acquire approximately
8,333,333 shares at $39.00 per share
Copart, Inc. (NASDAQ:CPRT) today announced the preliminary
results of its modified “Dutch Auction” tender offer, which expired
at 5:00 p.m., New York City time, on Wednesday, December 23,
2015.
Based on the preliminary count by the depositary for the tender
offer, an aggregate of 11,845,788 shares were properly tendered and
not withdrawn at or below a price of $39.00, including 3,810,996
shares that were tendered through notice of guaranteed delivery.
Copart expects to acquire approximately 8,333,333 shares of its
common stock at a purchase price of $39.00 per share for a total
cost of approximately $325.0 million, excluding fees and expenses
related to the tender offer. The 8,333,333 shares represent
approximately 6.9% of the shares issued and outstanding. The shares
expected to be purchased include the 7,317,073 shares Copart
initially offered to purchase and approximately 1,016,260
additional shares of Copart’s outstanding common stock that Copart
has elected to purchase pursuant its right to purchase up to an
additional 2% of its outstanding shares.
Because more than 7,317,073 shares of common stock have been
validly tendered and not validly withdrawn, the offer is
oversubscribed, and Copart expects to only accept for purchase, on
a pro rata basis, approximately 70.1% of the shares validly
tendered at or below $39.00 (assuming all shares tendered through
guaranteed delivery procedures are delivered under the terms of the
offer), based on the total number of shares reported to be tendered
at or below $39.00 and not withdrawn prior to the expiration of the
offer and accounting for “odd lot” priority and the conditional
tender provisions of the offer. This preliminary proration factor
is subject to change based on, among other things, the number of
tendered shares which satisfy the guaranteed delivery
procedures.
The number of shares to be purchased, the proration factor, and
the price per share are preliminary. The determination of the final
number of shares to be purchased, the final proration factor, and
the final price per share is subject to confirmation by the
depositary of the proper delivery of the shares validly tendered
and not withdrawn. The actual number of shares validly tendered and
not withdrawn, the final proration factor, and the final price per
share will be announced following the completion of the
confirmation process. Payment for the shares accepted for purchase
will occur promptly thereafter. Payment for shares will be made in
cash, without interest.
The self-tender offer was made pursuant to an Offer to Purchase
and Letter of Transmittal, each filed with the Securities and
Exchange Commission on November 24, 2015, as amended on November
25, 2015 and December 4, 2015. The information agent is Georgeson
Inc. and the depositary is Computershare Trust Company, N.A. For
questions and information regarding the tender offer, 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 OR THE SOLICITATION OF AN
OFFER TO SELL SHARES OF COPART COMMON STOCK. THE TENDER OFFER WAS
MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL
AND RELATED MATERIALS THAT COPART DISTRIBUTED TO ITS STOCKHOLDERS
AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS
AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER
OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS 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 the federal securities laws. These forward-looking
statements include statements regarding Copart’s expectation
regarding the number of shares to be purchased, the price at which
such shares will be purchased, the proration factor, and the
payment for shares related thereto. These forward-looking
statements are not guarantees and are subject to risks,
uncertainties and assumptions that could cause the actual number of
shares to be purchased, the price at which shares are ultimately
purchased, or the final proration factor to differ materially and
adversely from the number and amount expressed in the
forward-looking statements in this press release. Results may
differ due to various factors, such as the possibility that
stockholders may not tender their shares in the tender offer, or if
other conditions to completion of the tender offer are not
satisfied. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20151224005033/en/
Copart, Inc.Christopher M. Smith, 972-391-5021Senior Analyst,
Office of the Chief Financial
Officerchristopher.smith3@copart.com
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