Copart agreed to acquire ACV Auctions through a cash tender offer at $10.50 per share, followed by a Merger making ACV a wholly owned subsidiary. Completion depends on conditions including majority tendered shares, antitrust waiting-period clearance and no blocking injunction, while termination fees are $57,700,000 and $115,300,000.

Key Highlights

  • ACV would pay Copart a $57,700,000 termination fee under specified circumstances.
  • Copart would owe ACV a $115,300,000 termination fee in specified circumstances involving antitrust or injunction conditions.
  • Copart will pursue ACV Auctions’ Acquisition at $10.50 per ACV share in cash.
  • The transaction uses a tender offer followed by a merger, subject to agreement conditions.

COPART INC (NASDAQ: CPRT) will pursue ACV Auctions’ acquisition at $10.50 per ACV share in cash, with a tender offer to be followed by a merger. The transaction would make ACV a Wholly Owned Subsidiary of Copart after tendered shares are accepted and paid for, subject to the agreement’s conditions.

$10.50 Cash Tender Offer Sets Merger Structure

ACV Auctions entered the merger agreement with Copart and Apple Merger Sub on September 10, 2026. Copart will cause Apple Merger Sub to launch the offer, under which each eligible ACV share would receive $10.50 in cash without interest, subject to required tax withholding. The offer requires validly tendered shares, together with shares already held by Copart and Apple Merger Sub, to exceed 50% of ACV’s outstanding shares by at least one share. Vested, in-the-money ACV stock Options would be exchanged for cash based on the difference between the Offer Price and their exercise price. Other Equity awards would generally convert into Copart options or restricted stock units under the agreement’s exchange mechanics.

Support Commitments and Termination Fees

Certain ACV stockholders agreed to tender their shares, support the merger where applicable and accept restrictions on actions involving ACV and its stock. The agreement includes a no-shop provision with an exception for qualifying unsolicited superior proposals under specified conditions. ACV would pay Copart a $57,700,000 termination fee in certain circumstances, including accepting a superior proposal. Copart would be required to pay ACV a $115,300,000 termination fee in specified circumstances involving an injunction, competition-law matters or failure of related conditions by the agreement’s end date. The offer is not subject to a financing condition.