This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on September 17, 2026 (together with any subsequent amendments and supplements thereto, the “Schedule TO”) by Apple Merger Sub, Inc., a Delaware
corporation (“Purchaser”) and a wholly owned subsidiary of Copart, Inc., a Delaware corporation (“Parent”). The Schedule TO relates to the offer by Purchaser to acquire all of the outstanding shares of common
stock, par value $0.001 per share (the “Shares”), of ACV Auctions Inc., a Delaware corporation (“ACV”), for $10.50 per Share, net to the seller in cash, without interest, subject to any applicable withholding
taxes, upon the terms and conditions set forth in the Offer to Purchase, dated September 17, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it
may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and
(a)(1)(ii), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter
of Transmittal is expressly incorporated by reference in response to Items 1 through 9 and Item 11 of the Schedule TO and is supplemented by the information specifically provided in this Amendment. This Amendment should be read together with the
Schedule TO. Capitalized terms used but not otherwise defined in this Amendment have the meanings given to such terms in the Offer to Purchase.
Items 1 through 9 and Item 11.
The Offer to
Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent that such Items incorporate by reference the information contained in the Offer to Purchase, are amended and supplemented as follows:
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1. |
The following is added as a new third paragraph to the subsection captioned “U.S. Antitrust”
in Section 16 “Certain Legal Matters; Regulatory Approvals”: |
On September 28, 2026, Copart
voluntarily withdrew its Premerger Notification and Report Form under the HSR Act with respect to the Offer and the Merger in order to provide the Antitrust Division and the FTC with additional time to review the acquisition. Copart refiled its
Premerger Notification and Report Form with the Antitrust Division and the FTC on September 28, 2026. The waiting period applicable to the purchase of Shares pursuant to the Offer is now expected to expire at 11:59 p.m., Eastern Time, on
October 13, 2026 (15 calendar days following the filing of the Premerger Notification and Report Forms), but this period may be terminated earlier if the Antitrust Division and the FTC exercise their discretion to grant early termination, or
extended if there is a Second Request.
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2. |
Section 16 “Certain Legal Matters; Regulatory Approvals” is amended and supplemented by adding
the following to the end of such Section after the subsection captioned “Regulatory Undertakings”: |
Legal Proceedings
Since the filing of the Schedule 14D-9, three purported ACV stockholders have filed complaints against
ACV and the members of the ACV Board in connection with the Transactions: (i) William Ballard v. ACV Auctions Inc. et al., Index No. 655314/2026 (N.Y. Sup. Ct. N.Y. Cnty. Sept. 17, 2026) (the “Ballard
Action”); (ii) Christopher Scott v. ACV Auctions Inc. et al., Index No. 655308/2026 (N.Y. Sup. Ct. N.Y. Cnty. Sept. 17, 2026) (together with the Ballard Action, the “New York Actions”); and
(iii) Alan Barth v. ACV Auctions Inc. et al., Case No. 26-cv-11520 (N.D. Ill. Sept. 21, 2026) (the “Barth Action” and
together with the New York Actions, the “Lawsuits”). The New York Actions were filed in the Supreme Court of New York, New York County, and the Barth Action was filed in the United States District Court for the
Northern District of Illinois. The Lawsuits allege, among other claims, that the Schedule 14D-9 and/or Schedule TO omit and/or misleadingly describe material information about the Transactions in
violation of New York common law or the Exchange Act. The Lawsuits seek, among other remedies, an order enjoining the consummation of the proposed Transactions. Additionally, attorneys claiming to represent several purported ACV
stockholders have sent demand letters to ACV that allege similar disclosure deficiencies in the Schedule 14D-9 and/or Schedule TO (together with the Lawsuits, the “Litigation
Matters”). ACV believes that the allegations contained in the Litigation Matters are without merit. However, there can be no assurances regarding the ultimate outcomes of the Litigation Matters. Moreover, it is possible that
additional, similar complaints may be filed, that the Lawsuits may be amended, and/or that ACV will receive additional, similar demand letters. If this occurs, neither we nor ACV intend to announce the filing or receipt of each additional, similar
complaint or demand letter or any amended complaint, unless required by law.
