FORT LAUDERDALE, Fla., March 10 /PRNewswire-FirstCall/ -- AutoNation, Inc.
(NYSE: AN), America's largest automotive retailer, announced today that it has
commenced a cash tender offer to purchase up to 50 million shares of its
common stock at a price per share of $23. The number of shares proposed to be
purchased in the offer represents approximately 19% of the Company's currently
outstanding shares. The Company previously announced its intention to
commence the tender offer on March 7, 2006.
The offer will remain open until 10:00 a.m., New York City time, on April
12, 2006, unless extended by the Company. Tenders of shares must be made on or
prior to the expiration of the offer and may be withdrawn at any time on or
prior to the expiration of the offer.
The Company will pay for the shares purchased in the tender offer through
a combination of debt financing and existing cash. The Company is also seeking
to repurchase all of its existing 9% senior notes due 2008 in the aggregate
principal amount of $323.5 million through a concurrent cash tender offer and
consent solicitation.
The offer is subject to certain terms and conditions that are described in
the offer to purchase that will be filed with the Securities and Exchange
Commission today and distributed to stockholders promptly, including that the
Company obtains the debt financing on reasonably satisfactory terms on or
prior to the expiration of the tender offer. Additionally, the Company may
exercise its right to purchase up to an additional 2% of its outstanding
common stock without extending the offer.
On the terms and subject to the conditions of the offer, the Company's
stockholders have the opportunity to tender some or all of their shares at a
price of $23 per share, net in cash, without interest. Since it is expected
that more than 50 million shares will be tendered, AutoNation will purchase
the shares tendered on a pro rata basis pursuant to certain procedures
specified in the offer to purchase.
ESL Investments, Inc. and certain affiliates, which own 77,061,800 shares,
or 29%, of the Company's common stock, have agreed to tender all of their
shares in the offer. Two of the Company's directors, Edward S. Lampert and
William C. Crowley, are Chief Executive Officer and President and Chief
Operating Officer, respectively, of ESL Investments, Inc. Assuming that most
other stockholders participate in the tender offer, ESL's percentage ownership
interest in the Company would remain substantially unchanged.
All of the Company's other directors and executive officers have advised
the Company that they do not intend to tender any of their shares in the
tender offer, except for Michael E. Maroone, a director of the Company and the
Company's President and Chief Operating Officer, who has advised the Company
that he intends to tender approximately three million shares of common stock
that he owns in the tender offer. Mr. Maroone beneficially owns approximately
six million shares, including approximately three million vested stock
options.
None of the Company, its Board of Directors, the information agent, the
depositary or the dealer managers makes any recommendations to stockholders as
to whether to tender or refrain from tendering their shares into the offer.
Stockholders must decide how many shares they will tender, if any.
The information agent for the tender offer is Innisfree M&A Incorporated.
The depositary for the offer is Computershare Trust Company of New York. The
dealer managers for the tender offer are J.P. Morgan Securities Inc. and Banc
of America Securities LLC. The offer to purchase, letter of transmittal and
related documents will be distributed to stockholders promptly. Stockholders
with questions or who would like additional copies of the offer documents may
call the information agent, Innisfree M&A Incorporated, toll-free at
(877) 825-8631. (Banks and brokers may call collect at (212) 750-5833.)
AutoNation, Inc., headquartered in Fort Lauderdale, Fla., is America's
largest automotive retailer and a component of the Standard and Poor's
500 Index. AutoNation has approximately 27,000 full-time employees and owns
and operates 346 new vehicle franchises in 17 states.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell shares of
AutoNation, Inc. common stock. The offer is being made only pursuant to the
offer to purchase, letter of transmittal and related materials that the
Company will file with the Securities and Exchange Commission today and
distribute to its stockholders promptly. 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 offer. Stockholders and investors may obtain
a free copy of the tender offer statement on Schedule TO, the offer to
purchase, letter of transmittal and other documents that the Company has filed
with the Securities and Exchange Commission at the Commission's website at
http://www.sec.gov or by calling Innisfree M&A Incorporated, the information
agent for the offer, toll-free at (877) 825-8631. Stockholders are urged to
carefully read these materials prior to making any decision with respect to
the offer.
Certain statements and information included in this release constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied in such forward-looking statements. Additional discussion
of factors that could cause actual results to differ materially from
management's projections, estimates and expectations is contained in the
Company's SEC filings. The Company undertakes no duty to update its forward-
looking statements, including its long-term growth targets.
SOURCE AutoNation, Inc.
-0- 03/10/2006
/CONTACT: Marc Cannon, AutoNation, Inc., +1-954-769-3146, or
cannonm@autonation.com/
/Photo: http://www.newscom.com/cgi-bin/prnh/20001017/AUTONATIONLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com/
/Company News On-Call: http://www.prnewswire.com/comp/750525.html /
/Web site: http://corp.autonation.com /
(AN)
CO: AutoNation, Inc.; ESL Investments, Inc.
ST: Florida
IN: AUT FIN
SU: OFR
AC-JE
-- FLF005 --
1559 03/10/2006 08:30 EST http://www.prnewswire.com