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Pep Boys Board of Directors Determines Proposal From Icahn Enterprises Would Reasonably Be Expected To Result In A ‘Superior Proposal’

In and of itself, however, this determination does not allow the company to terminate the Bridgestone agreement, nor enter into a definitive transaction with Icahn, both of which can also only occur in accordance with the procedures set forth in the Bridgestone agreement.

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This determination by the Board allows the company to take certain actions, in accordance with the procedures set forth in the Bridgestone agreement, to further consider the Icahn proposal. In and of itself, however, this determination does not allow the company to terminate the Bridgestone agreement, nor enter into a definitive transaction with Icahn, both of which can also only occur in accordance with the procedures set forth in the Bridgestone agreement.

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The Board has not changed its recommendation with respect to the Bridgestone transaction, nor is it making any recommendation with respect to the Icahn proposal.

There can be no assurance that the board will ultimately determine that the Icahn proposal is a superior proposal, that the terms of a transaction with Icahn will be the same as those reflected in its proposal or that any transaction with Icahn will be agreed to or consummated.

As previously announced on Oct. 26, 2015, the company entered into the Bridgestone agreement pursuant to which Bridgestone commenced, on Nov. 16, 2015, a tender offer for all outstanding shares of Pep Boys at $15.00 per share in cash.  The closing of the Bridgestone tender offer is subject to Pep Boys’ shareholders tendering at least a majority of the Company’s outstanding shares, determined on a fully diluted basis, and other customary closing conditions.  Following completion of the tender offer, both companies will, subject to the satisfaction of certain customary closing conditions, complete a merger in which Pep Boys shares that were not tendered in the tender offer will be canceled and converted into the right to receive $15 per share in cash.

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Rothschild is acting as the exclusive financial adviser to Pep Boys and Morgan, Lewis & Bockius LLP is acting as legal adviser.

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