TBC Corporation and Midas, Inc. (NYSE: MDS) today announced that TBC Corporation has commenced the previously announced tender offer for all of the outstanding shares of common stock of Midas at a price of $11.50 per share, net to the seller in cash without interest. The tender offer is being conducted by TBC through its wholly owned subsidiary Gearshift Merger Corp.
On March 13, 2012, TBC and Midas announced that they had entered into a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, Midas will merge with Gearshift Merger Corp., and all outstanding shares of Midas’ common stock (other than shares held by TBC Corporation, Gearshift Merger Corp., or Midas, and shares held by Midas’ stockholders who are entitled to and have properly exercised appraisal rights under Delaware law) will be automatically cancelled and converted into the right to receive cash equal to the $11.50 offer price per share.
After careful consideration, the board of directors of Midas unanimously approved the merger agreement, the tender offer, the merger and the other transactions contemplated by the merger agreement, and the board declared that the terms are advisable, fair to and in the best interests of Midas and Midas’ stockholders. Accordingly, Midas’ board of directors unanimously recommends that stockholders of Midas accept the tender offer and tender their shares into the tender offer, and if required by applicable law, adopt the merger agreement.
TBC is filing with the Securities and Exchange Commission (the “SEC”) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, Midas is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Midas’ board of directors that Midas’ stockholders tender their shares into the tender offer.
The completion of the tender offer is subject to certain conditions, including the satisfaction of a minimum tender condition and the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, as described in the offer to purchase.
The tender offer and withdrawal rights are scheduled to expire at midnight, New York City time, on Tuesday, April 24, 2012, unless extended or earlier terminated in accordance with the terms of the merger agreement.
The Depositary for the tender offer is Computershare Trust Company, N.A. The Information Agent for the tender offer is D.F. King & Co., Inc. The Dealer-Manager for the tender offer is Morgan Joseph TriArtisan, LLC.
March 28, 2012