Exhibit 99.5
DEALER/DISTRIBUTOR TALKING POINTS
Date: 10/26
Event: Announcement
1. Today marks the beginning of an exciting new chapter in our company’s history. Bridgestone Retail Operations (BSRO) has signed a definitive agreement to acquire Pep Boys. I wanted to share this news with you personally.
2. Bridgestone is making numerous strategic investments across various networks and channels that will strengthen our overall distribution network for better access to the Boss.
3. Our acquisition of TireConnect, which was announced last week, is a great example of how those investments are benefiting our dealers and distributors.
4. The Pep Boys acquisition is another way we are striving to achieve our overall strategy. By adding another strong business to our network of dealers and distributors and our company-owned stores, we’re taking approximately 800 existing points-of-sale and bringing them under Bridgestone operations. Ultimately, that helps us all by building even more equity in the Bridgestone and Firestone brands.
5. Upon completion of the deal, Pep Boys will be a wholly owned subsidiary of BSRO and will be overseen by Stu Crum and his team.
6. You may have heard our CEO Gary Garfield say last week how much we value our partnership with you and that we are steadfast in our commitment to it. You and the more than 5,000 points-of-sale within our dealer and distributor network remain our largest distribution channel and are a fundamental part of Bridgestone’s long term growth strategy.
7. Our announcement is the first step in the communication and execution of this deal. Until the transaction closes, which we expect to at the beginning of 2016, and for the many months ahead during the integration process, it will remain business as usual.
8. We will share more information about the acquisition as details become available.
9. Thank you for your continued support and partnership. We are excited about the bright future ahead.
Business Confidential
Forward Looking Statements
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “demonstrate,” “expect,” “estimate,” “anticipate,” “should” and “likely” and similar expressions identify forward-looking statements. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only to expectations and beliefs concerning future events, approvals and transactions held as of the date the statement was made. Forward-looking statements contained in this release may relate to, but are not limited to, statements regarding the anticipated benefits of the transaction; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements are based on current expectations and assumptions that involve a number of known and unknown risks, uncertainties and other factors generally beyond the control of management which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. These risks include uncertainties associated with the tender offer and the merger, including uncertainties as to the timing of the tender offer and merger, uncertainties as to how many of Pep Boys’ shareholders will tender their shares in the offer, the risk that competing offers will be made, the possibility that various closing conditions for the transaction may not be satisfied or waived, the ability to achieve anticipated benefits and the general risk associated with the respective businesses and operating results of BSRO and Pep Boys. Other factors that may cause Pep Boys’ actual results to differ materially from those expressed or implied in the forward-looking statements are discussed in Pep Boys’ filings with the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the fiscal year ended January 31, 2015, and subsequent reports filed by Pep Boys with the SEC. Copies of Pep Boys’ filings with the SEC may be obtained at the “Investors” section of Pep Boys’ website at www.pepboys.com or on the SEC’s website at www.sec.gov. The forward-looking statements included in this announcement are made as of the date hereof. None of Bridgestone, BSRO or Pep Boys is under any obligation to (and each expressly disclaims any such obligation to) update any of the information in this document if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise, except as otherwise may be required by law.
Additional Information
The tender offer for the purchase of the issued and outstanding shares of Pep Boys’ common stock described herein has not yet commenced, and this document is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, BSRO will file a tender offer statement on Schedule TO (including the offer to purchase, letter of transmittal and other tender offer materials) with the SEC and Pep Boys will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Prior to making any decision regarding the tender offer, Pep Boys shareholders are strongly advised to read the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement when they become available as they will contain important information. Once filed, Pep Boys shareholders will be able to obtain the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement at no charge on the SEC’s website at www.sec.gov. In addition, the tender offer statement (including the offer to purchase, letter of transmittal and other tender offer materials) and the related solicitation/recommendation statement (when available) may be obtained free of charge from the information agent named in the tender offer materials or by directing a request to Pep Boys, Attention: Brian Zuckerman, 3111 West Allegheny Avenue, Philadelphia, PA 19132, Telephone Number 215-430-9169.
Business Confidential
