Copart Completes $10.50-A-Share Cash Takeover Of ACV Auctions, With 68.43% Tendered Or Owned
ACV shares were expected to stop trading on the NYSE before the open on Friday, with the company becoming a wholly owned Copart unit.
Copart has completed its $10.50-per-share cash purchase of ACV Auctions, according to an amendment to its tender offer filing dated Friday. The offer expired at 5:00 p.m. Eastern on October 15 without an extension, and the merger followed without a vote of ACV shareholders.
What the filing says
The depositary told Copart's merger subsidiary, Apple Merger Sub, that 116,818,409 shares were validly tendered and not withdrawn as of expiration. Together with shares already owned by Copart and its affiliates, that came to approximately 68.43% of ACV's outstanding stock, which met the offer's minimum condition.
The subsidiary accepted all tendered shares, and payment is due promptly after expiration under the offer and the merger agreement.
The filing is Amendment No. 5 to the Schedule TO, the tender offer statement the subsidiary first filed on September 17, 2026. It is marked as the final amendment reporting the results of the offer.
What it changes
With enough shares in hand, the subsidiary merged into ACV under Section 251(h) of Delaware corporate law, which allows a merger after a tender offer without a shareholder vote. ACV survived as a wholly owned Copart subsidiary.
Each remaining ACV share converted into the right to receive $10.50 in cash, without interest and subject to tax withholding. Excluded shares and shares whose holders properly demanded appraisal rights under Section 262 of Delaware law are carved out.
If you held ACV, the shares were expected to stop trading on the New York Stock Exchange before the open on October 16 and be delisted. Copart and ACV intend to move on delisting and on deregistering the shares under the Exchange Act as promptly as practicable.
Copart shares traded at $27.96 in Friday trading, up about 1% from the prior close of $27.75, according to market data. Copart's market cap was $25.7 billion.
Copart issued a press release on October 16 announcing the offer's expiration and the merger's completion, filed as Exhibit (a)(5)(ix) to the Schedule TO.
