CarMax Recommends Shareholders Reject Below-Market “Mini-Tender” Offer by TRC Capital Investment Corporation
July 06 2020 - 4:30PM
Business Wire
CarMax, Inc. (the “Company” or “CarMax”) (NYSE:KMX), has been
notified that TRC Capital Investment Corporation (“TRC Capital”)
has made an unsolicited “mini-tender” offer to purchase up to
1,500,000 shares of CarMax’s common stock, or less than 1% of the
outstanding common stock of the Company as of May 31, 2020. TRC
Capital’s offer price of $82.50 per share in cash is approximately
4.71% lower than the $86.58 per share closing price for the
Company’s common stock on the New York Stock Exchange (the “NYSE”)
on June 26, 2020, the last trading day before the commencement of
TRC Capital’s mini-tender offer.
CarMax does not endorse TRC Capital’s unsolicited mini-tender
offer and is not associated in any way with TRC Capital, its
mini-tender offer, or its mini-tender offer documents.
CarMax recommends shareholders not tender their shares in
response to TRC Capital’s offer, or, if shareholders have already
tendered shares, they withdraw their shares by providing the
written notice described in the TRC Capital mini-tender offer
documents prior to the expiration of the offer, currently scheduled
for 12:01 a.m., New York City time, on Wednesday, July 29,
2020.
TRC Capital’s mini-tender offer seeks less than 5% of CarMax’s
outstanding shares, thereby avoiding many disclosures and
procedural protections required under U.S. federal securities laws
for larger tender offers. The Securities and Exchange Commission
(the “SEC”) has cautioned investors that some bidders make
mini-tender offers at below-market prices “hoping that they will
catch investors off guard if the investors do not compare the offer
price to the current market price.” The SEC’s cautionary advice to
investors regarding these offers is on its website at:
http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders should obtain current market quotations for
their shares of CarMax common stock, consult with their broker or
financial advisor, and exercise caution with respect to TRC
Capital’s mini-tender offer.
CarMax encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosure at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and Information Memo Number 01-27 issued by the NYSE on Sept.
28, 2001 at:
https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf
regarding the dissemination of mini-tender offer materials.
CarMax requests that a copy of this press release be included
with all distributions of materials relating to TRC Capital’s
mini-tender offer related to CarMax common stock.
About CarMax
CarMax, the nation’s largest retailer of used cars,
revolutionized the automotive retail industry by driving integrity,
honesty and transparency in every interaction. CarMax continues to
innovate and now the majority of its customers can enjoy a
personalized car buying experience, including the option to
complete transactions entirely from home, in store, or in a
seamless combination of both. CarMax has more than 215 stores
nationwide, and during the fiscal year ending February 29, 2020,
sold more than 830,000 used cars and more than 465,000 wholesale
vehicles at its in-store auctions. CarMax is proud to have been
recognized for 16 consecutive years as one of the Fortune
100 Best Companies to Work For®. For more information, visit
www.carmax.com.
Forward-Looking
Statements
We caution readers that the statements contained in this release
about our future business plans, operations, challenges,
opportunities or prospects, including without limitation any
statements regarding expectations for the TRC Capital tender offer
or our common stock, are forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. You can identify these forward-looking
statements by the use of words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,”
“predict,” “should,” “will” and other similar expressions, whether
in the negative or affirmative. Such forward-looking statements are
based upon management’s current knowledge and assumptions about
future events and involve risks and uncertainties that could cause
actual results to differ materially from anticipated results. Among
the factors that could cause actual results and outcomes to differ
materially from those contained in the forward-looking statements
are the following:
- The effect and consequences of the Coronavirus public health
crisis on matters including U.S. and local economies; our business
operations and continuity; the availability of corporate and
consumer financing; the health and productivity of our associates;
the ability of third-party providers to continue uninterrupted
service; and the regulatory environment in which we operate.
- Changes in general or regional U.S. economic conditions.
- Changes in the availability or cost of capital and working
capital financing, including changes related to the asset-backed
securitization market.
- Changes in the competitive landscape and/or our failure to
successfully adjust to such changes.
- Events that damage our reputation or harm the perception of the
quality of our brand.
- Our inability to realize the benefits associated with our
omni-channel initiatives.
- Our inability to recruit, develop and retain associates and
maintain positive associate relations.
- The loss of key associates from our store, regional or
corporate management teams or a significant increase in labor
costs.
- Security breaches or other events that result in the
misappropriation, loss or other unauthorized disclosure of
confidential customer, associate or corporate information.
- Significant changes in prices of new and used vehicles.
- Changes in economic conditions or other factors that result in
greater credit losses for CAF’s portfolio of auto loans receivable
than anticipated.
- A reduction in the availability of or access to sources of
inventory or a failure to expeditiously liquidate inventory.
- Changes in consumer credit availability provided by our
third-party finance providers.
- Changes in the availability of extended protection plan
products from third-party providers.
- Factors related to the regulatory and legislative environment
in which we operate.
- Factors related to geographic and sales growth, including the
inability to effectively manage our growth.
- The failure of or inability to sufficiently enhance key
information systems.
- The performance of the third-party vendors we rely on for key
components of our business.
- The effect of various litigation matters.
- Adverse conditions affecting one or more automotive
manufacturers, and manufacturer recalls.
- The failure or inability to realize the benefits associated
with our strategic investments.
- The inaccuracy of estimates and assumptions used in the
preparation of our financial statements, or the effect of new
accounting requirements or changes to U.S. generally accepted
accounting principles.
- The volatility in the market price for our common stock.
- The failure or inability to adequately protect our intellectual
property.
- The occurrence of severe weather events.
- Factors related to the geographic concentration of our
stores.
For more details on factors that could affect expectations, see
our Annual Report on Form 10-K for the fiscal year ended February
29, 2020, and our quarterly or current reports as filed with or
furnished to the U.S. Securities and Exchange Commission. Our
filings are publicly available on our investor information home
page at investors.carmax.com. Requests for information may also be
made to the Investor Relations Department by email to
investor_relations@carmax.com or by calling (804) 747-0422 x7865.
We undertake no obligation to update or revise any forward-looking
statements after the date they are made, whether as a result of new
information, future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200706005507/en/
Investors: Stacy Frole investor_relations@carmax.com, (804)
747-0422 ext. 7865
Media: pr@carmax.com, (855) 887-2915
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