We will see if the hapless SEC looks at the possibility of insider trading, given its overlooking of Madoff.
TBC Corporation and Midas (NYSE: MDS) today announced that TBC has started a tender offer for all of the outstanding shares of common stock of Midas at a price of $11.50 per share. The tender offer comes from TBC through its wholly owned subsidiary Gearshift Merger Corp.
The offer appears positive for Midas shareholders since share prices have ranged from a recent 52-week high of, well, $11.50 – raising the distinct possibility of insider trading – to a 52-week low of $5.08. Currently Midas is trading at $11.47. Midas made $0.28 per share during 2011 or $4 million on revenue of $184 million. For this dismal performance, its top executives were compensated $1.7 million, which left no money to pay a dividend to shareholders. Directors and officers of Midas own more than 10% of the stock, which could result in a challenge to the takeover.
As it stands after completion of the tender offer and the satisfaction or waiver of conditions, Midas will merge with Gearshift Merger Corp., and all outstanding shares of Midas’ common stock will be automatically cancelled and converted into the right to receive cash equal to the $11.50 offer price per share.
In a statement Midas said, “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.”
TBC is filing with the Securities and Exchange Commission today a tender offer statement, Midas is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail 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.
