Copart, Inc. has entered into a definitive merger agreement to acquire ACV Auctions Inc. The transaction will be executed through a cash tender offer for all outstanding shares of ACV common stock, after which ACV will merge with a Copart subsidiary and become wholly owned by Copart.
Key Details
- Transaction Terms: Copart will commence a cash tender offer to acquire all shares of ACV Auctions for $10.50 per share, net to the seller in cash.
- Process & Conditions: The offer is conditioned on, among other things, the tender of at least one share more than 50% of ACV's outstanding stock and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act. The deal is not subject to a financing condition.
- Termination Fees: The agreement includes a termination fee of $57.7 million payable by ACV to Copart under certain conditions, such as accepting a superior proposal. A reverse termination fee of $115.3 million is payable by Copart to ACV under specified circumstances, including failure to obtain antitrust approval.
- Timeline: The merger agreement was signed on September 10, 2026. The tender offer is expected to commence within 5 to 7 business days from this date.