Copart formally launched its cash tender offer for ACV Auctions on Thursday, starting the clock on a deal that will fold the online dealer-marketplace operator into the salvage-vehicle auction giant's sprawling physical network. A Copart subsidiary, Apple Merger Sub, is offering $10.50 per share in cash for all outstanding ACV shares, valuing the deal at roughly $1.9 billion.
The offer, detailed in a tender offer statement filed with the Securities and Exchange Commission, represents a 45% premium over ACV's closing price before the deal was first announced and a 41% premium to its 30-day volume-weighted average price. It formalizes the merger agreement the two companies signed September 10, which Copart has called the largest acquisition in its history.
A 10-day clock, then a vote on the rest
The offer is open for a minimum of 10 business days and is set to expire one minute after 11:59 p.m. Eastern time on September 30, unless Copart extends it. Completion is conditioned on a majority of ACV's outstanding shares being tendered, expiration of the waiting period under the Hart-Scott-Rodino antitrust law, and other customary closing conditions. Any shares not tendered in the offer will automatically be converted into the right to receive the same $10.50-per-share cash payment once the merger closes, which the companies still expect by the end of the year.
ACV's board has unanimously recommended that shareholders tender their shares, according to a recommendation statement filed with the SEC. The deal is not subject to a financing condition.
Copart Chief Executive Jay Adair has framed the combination as building "an industry-leading end-to-end vehicle remarketing platform," pairing ACV's data-driven, dealer-focused marketplace with Copart's network of more than 250 locations worldwide and its established buyer base. ACV Chief Executive George Chamoun has said joining Copart would let the company "advance our mission, drive market expansion, and accelerate innovation with global scale."
The tie-up would bring together two ends of the used- and salvage-vehicle pipeline: Copart's core business auctioning wrecked and off-lease vehicles for insurers and fleets, and ACV's technology platform, which dealers use to appraise, buy and sell trade-ins and wholesale inventory. Executives have pitched the combination as spanning dealer trade-ins, wholesale, salvage and international resale in a single digital-and-physical system.
Shareholders now have until the September 30 deadline to decide whether to tender, with the outcome hinging on whether ACV holders — many of whom have watched the stock trade well below the offer price for much of the year — view $10.50 a share as full value or opt to wait for the back-end merger to complete at the same price regardless.
