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Offer by Copart, Inc for Universal Salvage Plc.


FAIRFIELD, Calif. -- Copart, Inc. (Nasdaq:CPRT CPRT Copart Inc. (stock symbol)
CPRT Citizens for Personal Rapid Transit
CPRT Client Perceived Response Time
CPRT Coprocessor Register Transfer
CPRT Cancer Prevention Research Trust
CPRT Classic Professional Racquetball Tour
) today announced that it has reached agreement with the board of Universal Salvage Plc, which is listed on the London Stock Exchange London Stock Exchange

London marketplace for securities. It was formed in 1773 by a group of stockbrokers who had been doing business informally in local coffeehouses.
 under the symbol UVS UVS Ultraviolet Spectrometer (Galileo instrument)
UVS Unabhängiger Verwaltungssenat (Austria)
UVS Unmanned Vehicle Systems
UVS Ultraviolet-Sensitive (syndrome) 
, with respect to a recommended cash offer (the "Offer") by a wholly-owned Copart subsidiary organized under the laws of England and Wales England and Wales are both constituent countries of the United Kingdom, that together share a single legal system: English law. Legislatively, England and Wales are treated as a single unit (see State (law)) for the conflict of laws.  (Copart UK) to acquire the entire issued share capital of Universal. Full details of the Offer are contained in an announcement made today in the United Kingdom under Rule 2.5 of the U.K. Takeover Code.

Under the Offer, Copart, through Copart UK, is offering shareholders of Universal an aggregate of [pounds sterling]2.00 in cash for each issued share (approximately $3.96 based on exchange rates on April 4, 2007). The Offer values Universal in the aggregate at approximately [pounds sterling]57.0 million ($112.8 million), excluding cash issuable in connection with outstanding options and a warrant, currently estimated to total approximately [pounds sterling]4.6 million ($9.1 million). Copart will also assume outstanding indebtedness of Universal totaling approximately [pounds sterling]2.2 million ($4.4 million).

Directors and certain shareholders of Universal beneficially owning approximately twenty seven percent (27%) of Universal's issued shares, have agreed, regardless of whether any higher competing offer is made, to accept the Offer. Other Universal shareholders, beneficially owning approximately twenty six percent (26%) of Universal's issued shares, have also agreed to accept the Offer contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress"
contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent
 the absence of an offer at a higher price.

Universal is a leading service provider to the UK motor insurance and automotive industries Automotive Industries, Ltd. (Hebrew: תעשיות רכב נצרת עלית, תע"ר . Universal manages the collection and disposal of vehicles for a broad range of clients. It handles a wide range of vehicles, including accident-damaged cars, commercial vehicles, motor cycles, and low-value vehicles sold on a fee basis, end-of-life vehicles, and abandoned and tax default vehicles. It sells most of these vehicles at auction (in-door, out-door, and on the internet) and recycles the remaining vehicles through its authorized au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
 recycling facilities. Universal operates a network of seven facilities located though out the United Kingdom.

The Offer is to be effected by means of a scheme of arrangement under section 425 of the Companies Act (England) and the scheme will require the approval of the Universal shareholders and the sanction of an English court. Assuming requisite approvals, Copart and Universal currently anticipate that the transaction will be completed during Copart's fiscal quarter ending July 31, 2007.

Additional information about the Offer, including a copy of the Rule 2.5 Announcement issued today in the United Kingdom, is contained in a Current Report on Form 8-K Form 8-K

The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock.


Form 8-K

See 8-K.
 filed with the Securities and Exchange Commission on April 5, 2007. Neither Copart nor Universal will respond to direct inquires relative to this transaction until it has closed.

About Copart

Copart, founded in 1982, provides vehicle suppliers, primarily insurance companies, with a full range of services to process and sell salvage vehicles through a completely virtual auction-style trading platform, principally to licensed dismantlers, rebuilders and used vehicle dealers. Salvage vehicles are either damaged vehicles deemed a total loss for insurance or business purposes or are recovered stolen vehicles for which an insurance settlement with the vehicle owner has already been made. Copart operates 124 facilities in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area.  and Canada. It also provides services in other locations through its national network of independent salvage vehicle processors.

Cautionary Note About Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

Certain statements in this document regarding the proposed transaction between Copart and Universal constitute "forward-looking statements" as those terms are defined in the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. When used in this document, the words "believe," "anticipate," "should," "intend," "plan," "will," "expects," "estimates," "projects," "positioned," "strategy" and similar expressions or statements that are not historical facts, in each case as they relate to Copart and Universal, the management of either such company, or the proposed transaction are intended to identify those expressions or statements as "forward-looking statements." These statements, and the proposed transaction between Copart and Universal, involve substantial risks and uncertainties, many of which are beyond the control of either Copart and Universal and which could have a material adverse effect on Copart's business, operating results, and financial condition upon completion of the Offer. Among other factors, these risks include (i) the risk that Copart fails to obtain and retain anticipated synergies from the acquisition of Universal and the integration of Copart and Universal; (ii) Copart's inexperience Inexperience
See also Innocence, Naïveté.

Bowes, Major Edward

(1874–1946) originator and master of ceremonies of the Amateur Hour on radio. [Am.
 at conducting business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets  outside North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere.  and its lack of familiarity with local laws, regulations, or business practices; (iii) challenges associated with managing a larger company on a global scale; (iv) any inability to achieve business and financial objectives of the combined companies; (v) the ability to manage and maintain key customer and supplier relationships and the reliance of both Copart and Universal on key supplier relationships; (vi) the ability of Copart to retain key Universal employees after the Offer is completed; (vii) delays in obtaining or adverse conditions contained in any regulatory or third-party approvals in connection with the proposed acquisition; (viii) additional capital expenditures or other costs associated with adapting Universal's business model and information technology infrastructure to Copart's model and systems; (ix) the ability to manage regulatory, tax, and legal matters and to resolve pending matters within current estimates; and (x) foreign currency exchange risks, which Copart has not previously been subject to in any material amounts. In addition, investors in Copart should carefully review the various risks and uncertainties associated with Copart's business, which are described in greater detail in Copart's most recent Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
, and any Current Reports on Form 8-K, each as filed with the Securities and Exchange Commission.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Apr 5, 2007
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