CarMax, Inc. (the “Company” or “CarMax”) (NYSE:KMX), has been notified that TRC Capital Investment Corporation (“TRC Capital”) has made an unsolicited “mini-tender” offer to purchase up to 1,500,000 shares of CarMax’s common stock, or less than 1% of the outstanding common stock of the Company as of May 31, 2020. TRC Capital’s offer price of $82.50 per share in cash is approximately 4.71% lower than the $86.58 per share closing price for the Company’s common stock on the New York Stock Exchange (the “NYSE”) on June 26, 2020, the last trading day before the commencement of TRC Capital’s mini-tender offer.
CarMax does not endorse TRC Capital’s unsolicited mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer, or its mini-tender offer documents.
CarMax recommends shareholders not tender their shares in response to TRC Capital’s offer, or, if shareholders have already tendered shares, they withdraw their shares by providing the written notice described in the TRC Capital mini-tender offer documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Wednesday, July 29, 2020.
TRC Capital’s mini-tender offer seeks less than 5% of CarMax’s outstanding shares, thereby avoiding many disclosures and procedural protections required under U.S. federal securities laws for larger tender offers. The Securities and Exchange Commission (the “SEC”) has cautioned investors that some bidders make mini-tender offers at below-market prices “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s cautionary advice to investors regarding these offers is on its website at: http://www.sec.gov/investor/pubs/minitend.htm.
Shareholders should obtain current market quotations for their shares of CarMax common stock, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer.
CarMax encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at:
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001 at:
https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf
regarding the dissemination of mini-tender offer materials.
CarMax requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to CarMax common stock.
About CarMax
CarMax, the nation’s largest retailer of used cars, revolutionized the automotive retail industry by driving integrity, honesty and transparency in every interaction. CarMax continues to innovate and now the majority of its customers can enjoy a personalized car buying experience, including the option to complete transactions entirely from home, in store, or in a seamless combination of both. CarMax has more than 215 stores nationwide, and during the fiscal year ending February 29, 2020, sold more than 830,000 used cars and more than 465,000 wholesale vehicles at its in-store auctions. CarMax is proud to have been recognized for 16 consecutive years as one of the Fortune 100 Best Companies to Work For®. For more information, visit www.carmax.com.
Forward-Looking Statements
We caution readers that the statements contained in this release about our future business plans, operations, challenges, opportunities or prospects, including without limitation any statements regarding expectations for the TRC Capital tender offer or our common stock, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “should,” “will” and other similar expressions, whether in the negative or affirmative. Such forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results to differ materially from anticipated results. Among the factors that could cause actual results and outcomes to differ materially from those contained in the forward-looking statements are the following:
For more details on factors that could affect expectations, see our Annual Report on Form 10-K for the fiscal year ended February 29, 2020, and our quarterly or current reports as filed with or furnished to the U.S. Securities and Exchange Commission. Our filings are publicly available on our investor information home page at investors.carmax.com. Requests for information may also be made to the Investor Relations Department by email to [email protected] or by calling (804) 747-0422 x7865. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
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Investors:
Stacy Frole
[email protected], (804) 747-0422 ext. 7865
Media:
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