Copart, Inc. (NASDAQ:CPRT) today announced it has commenced a modified
“Dutch Auction” tender offer to purchase up to 7,317,073 shares of its
common stock at a purchase price not greater than $41.00 nor less than
$38.00 per share. The number of shares proposed to be purchased in the
tender offer represents approximately 6.1% of the approximately
120,236,510 shares of Copart common stock currently outstanding.
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.
The last reported trading price of Copart common stock on the NASDAQ
Global Select Market on November 23, 2015 was $37.20 per share.
The tender offer will expire at 5:00 p.m. New York City time on December
23, 2015, unless extended by Copart. Tenders of Copart’s common stock
must be made prior to the expiration of the tender offer and may be
withdrawn at any time prior to the expiration of the tender offer. The
tender is subject to conditions and other terms set forth in the tender
offer materials that are being distributed to stockholders and filed
with the Securities and Exchange Commission (SEC) today.
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 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 select the lowest purchase price within the
price range that will enable it to buy 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such lesser number of shares that are tendered and not withdrawn.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 the stockholder tendered 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 proration and certain other factors.
None of Copart, its directors and officers, the information agent, or
the depositary is making any recommendation to stockholders as to
whether to tender or refrain from tendering their shares into the tender
offer or as to the purchase price or purchase prices at which
stockholders may choose to tender their shares. Stockholders must make
their own decisions as to how many shares they will tender, if any. In
so doing, stockholders should read and evaluate carefully the
information in the offer to purchase (the “Offer to Purchase”) and
related letter of transmittal (the “Letter of Transmittal”) to be
distributed to holders of Copart common stock.
All of 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, Letter of Transmittal, and related documents are
being mailed to stockholders of record and will be made available for
distribution to beneficial owners of Copart’s shares. For questions and
information, 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 nor a solicitation of an offer to sell
shares of Copart common stock. The tender offer is being made only
pursuant to the Offer to Purchase (as may be amended or supplemented),
the related Letter of Transmittal, and other related documents that
Copart is sending to its stockholders. The tender offer materials
contain important information that should be read carefully before any
decision is made with respect to the tender offer. Those materials are
being distributed by Copart to Copart’s stockholders at no expense to
them. In addition, all of those materials (and all other offer documents
filed with the SEC) will be available at no charge on the SEC’s website
at www.sec.gov
or by contacting Georgeson Inc., the information agent for the tender
offer, at 1-800-932-9864.
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, such as
references to completion of the tender offer and the payment for shares
related thereto. These statements, including their underlying
assumptions, are subject to risks and uncertainties and are not
guarantees of future performance. Actual results may differ materially
from those projected or implied due to various factors, such as the
possibility that stockholders may not tender their shares in the tender
offer, or to other conditions to completion of the tender offer are not
satisfied. For further details of these risks, you should read our
filings with the SEC, including our Schedule TO and the documents
referred to therein. The statements presented in this press release
speak only as of the date of the release. Please note that except as
required by applicable law, we undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
Notwithstanding anything in this press release, the safe harbor
protections of the Private Securities Litigation Reform Act of 1995 do
not apply to statements made in connection with a tender offer.
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