8-KRegulation FDExhibits & Filings

COPART INC 8-K Report, Regulation FD Disclosure (Apr 23, 2007)

Filed April 23, 2007For Securities:CPRT

Summary

Copart, Inc. (CPRT) has filed an 8-K report on April 23, 2007, to disclose a significant development: a definitive agreement to acquire 100% of Universal Salvage plc for £2.00 per share in cash. Universal Salvage, a U.K.-based company listed on the London Stock Exchange, is a prominent player in the U.K. motor insurance and automotive industries. This acquisition, structured as a Scheme of Arrangement, aims to make Universal a wholly-owned subsidiary of Copart (UK) Limited. The report details the progress of the acquisition, including the court's approval of the scheme document and the scheduling of a shareholder meeting for Universal on May 21, 2007. A substantial portion of Universal's shares (approximately 27%) have irrevocable undertakings to accept the offer, with an additional 26% committed contingent on no higher competing bids. Copart anticipates closing the acquisition in its fourth quarter ending July 31, 2007. The filing also includes a comprehensive discussion of the risks and uncertainties associated with this international expansion, particularly concerning integration, unfamiliar regulations, global management, and foreign currency exchange.

Key Highlights

  • 1Copart, Inc. has entered into a cash offer to acquire 100% of Universal Salvage plc for £2.00 per share.
  • 2Universal Salvage plc is a U.K.-based leader in the U.K. motor insurance and automotive industries.
  • 3The acquisition will be implemented through a U.K. Scheme of Arrangement, making Universal a wholly-owned subsidiary of Copart (UK) Limited.
  • 4The High Court of Justice in England has approved the final form of the scheme document to be mailed to Universal shareholders.
  • 5A special meeting for Universal shareholders to approve the scheme of arrangement is scheduled for May 21, 2007.
  • 6Approximately 27% of Universal's shares have irrevocable undertakings to accept the offer, with an additional 26% committed conditionally.
  • 7Copart expects the acquisition to close in its fourth quarter ending July 31, 2007, subject to shareholder approval and other conditions.

Frequently Asked Questions

This 8-K filing is primarily to disclose Copart, Inc.'s agreement to acquire Universal Salvage plc, a U.K.-based company, and to provide updates on the progress and regulatory steps involved in the proposed transaction.

Universal Salvage plc is a leading service provider to the U.K. motor insurance and automotive industries. Copart is acquiring Universal to expand its operations internationally, specifically into the U.K. market, and to leverage Universal's established presence and business.

The acquisition is subject to Universal Salvage plc shareholder approval at the meeting scheduled for May 21, 2007, satisfaction of other customary closing conditions, and regulatory approvals. Copart anticipates closing during its fourth quarter ending July 31, 2007.

Key risks highlighted include potential difficulties in achieving anticipated synergies and integration, Copart's inexperience with international operations and unfamiliar regulations, challenges in managing a larger global company, retaining key Universal employees, obtaining regulatory approvals, adapting Universal's IT infrastructure, managing foreign currency exchange risks, and reliance on key suppliers and market conditions in the U.K.