Pep Boys Eyes Icahn Acquisition Proposal

| December 21, 2015

Pep Boys

Things are heating up in  the automotive aftermarket business. The Pep Boys – Manny, Moe & Jack (NYSE: PBY), the nation’s leading automotive aftermarket service and retail chain, has announced that, on December 20, 2015, its Board of Directors, after consultation with its independent legal and financial advisors, determined that a proposal, received on the evening of December 18, 2015, from Icahn Enterprises L.P. to acquire Pep Boys for $16.50 per share in cash, constitutes a “Superior Proposal” as defined in the Company’s agreement and plan of merger with Bridgestone Retail Operations, LLC.

As part of its proposal, Icahn delivered to the Company a merger agreement signed by Icahn that is not subject to due diligence or financing conditions and contains a “hell or high water” anti-trust covenant.

Also on December 20, 2015, the Company delivered notice to Bridgestone of the Pep Boys Board’s determination and intention to effect a change of recommendation and to terminate the Bridgestone agreement.

Pep Boys had previously announced on October 26, 2015 that “the Company entered into the Bridgestone agreement pursuant to which Bridgestone commenced, on November 16, 2015, a tender offer for all outstanding shares of Pep Boys at $15.00 per share in cash.  On December 11, 2015, the parties announced that the price per share had been increased to $15.50.”

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