Copart acquires 8,333,333 shares at $39.00 per share
Copart, Inc. (NASDAQ: CPRT) today announced the final 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 final count by the depositary for the tender offer, an
aggregate of 11,781,596 shares were properly tendered and not withdrawn
at or below a price of $39.00. Copart acquired 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 accepted for purchase include
the 7,317,073 shares Copart initially offered to purchase and 1,016,260
additional shares of Copart’s outstanding common stock that Copart has
elected to purchase pursuant to its right to purchase up to an
additional 2% of its outstanding shares.
Because more than 7,317,073 shares of common stock were validly tendered
and not validly withdrawn, the offer was oversubscribed. As a result,
the depositary has informed Copart that, after giving effect to the
priority for “odd lots,” the final proration factor is approximately
70.5% of the shares properly tendered and not withdrawn at or below
$39.00 per share.
The depository will promptly pay for the shares accepted for purchase
and will promptly return all shares tendered and not accepted for
purchase. After giving effect to the purchase of the shares, Copart will
have outstanding approximately 111.9 million shares of common stock.
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, Canada, the
United Kingdom, Brazil, Germany, the United Arab Emirates, Oman,
Bahrain, India, and Spain.
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