CKE Restaurants®, Inc. Receives Takeover Proposal and Designates Party as Excluded Party
April 07 2010 - 6:00AM
Business Wire
CKE Restaurants, Inc. (NYSE:CKR) (the “Company”) announced today
that it has received an alternative takeover proposal to acquire
all the outstanding shares of the Company (the “Takeover
Proposal”).
The board of directors of the Company has determined, after
consultation with the Company’s financial and legal advisors, that
the Takeover Proposal is reasonably expected to lead to a “Superior
Proposal,” as such term is defined in the Agreement and Plan of
Merger (the “Merger Agreement”) that was entered into on February
26, 2010 with affiliates of Thomas H. Lee Partners, L.P., and that
the party that submitted the Takeover Proposal has qualified as an
“Excluded Party,” as such term is defined in the Merger Agreement.
By determining that the party is an Excluded Party, the Company is
permitted, subject to certain conditions, to continue to furnish
information and engage in further discussions and negotiations with
the party until 12:01 p.m. (New York City time) on April 27,
2010.
The board of directors of the Company, in consultation with the
Company’s financial and legal advisors, has not determined that the
Takeover Proposal constitutes a Superior Proposal under the Merger
Agreement. The received Takeover Proposal is subject to several
conditions, including completion of due diligence and the
negotiation of a mutually acceptable definitive agreement, and did
not include evidence of a committed financing. Accordingly, there
can be no assurance that the Takeover Proposal will ultimately lead
to a Superior Proposal as discussions and negotiations with the
Excluded Party could terminate at any time. The board of directors
of the Company has not changed its recommendation with respect to
the Company’s pending merger with affiliates of Thomas H. Lee
Partners, L.P. pursuant to the Merger Agreement.
ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO
FIND IT.
In connection with the proposed merger with affiliates of Thomas
H. Lee Partners, L.P., the Company filed a preliminary proxy
statement with the SEC on March 19, 2010. When completed, a
definitive proxy statement and form of proxy will be filed with the
SEC and mailed to the Company's stockholders. BEFORE MAKING ANY
VOTING DECISION, THE COMPANY'S STOCKHOLDERS ARE ADVISED TO READ THE
PRELIMINARY PROXY STATEMENT, AND, WHEN AVAILABLE, THE DEFINITIVE
PROXY STATEMENT CAREFULLY BECAUSE THESE PROXY STATEMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED
MERGER. The Company's stockholders may obtain a free copy of the
preliminary proxy statement, the definitive proxy statement (when
available) and other documents filed by the Company with the SEC at
the SEC’s website at www.sec.gov.
The Company's stockholders may also obtain a free copy of the
preliminary proxy statement, definitive proxy statement (when
available) and such other documents by directing a request to
Investor Relations, CKE Restaurants, Inc., 805-745-7750, or by
visiting the Company's website at www.ckr.com under "Investors/SEC
Filings."
The Company and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information concerning the
interests of the Company’s participants in the solicitation is set
forth in the Company’s proxy statements and Annual Reports on Form
10-K, previously filed with the SEC. Additional information
regarding the interests of the Company's participants in the
proposed merger, which may be different than those of the Company's
stockholders generally, is included in the preliminary proxy
statement and will be contained in the definitive proxy statement
when it becomes available.
CKE Restaurants,
Inc.
Headquartered in Carpinteria, Calif., CKE Restaurants, Inc. is
publicly traded on the New York Stock Exchange under the symbol
“CKR.” As of the end of its fiscal 2010, CKE Restaurants, Inc.,
through its subsidiaries, had a total of 3,141 franchised, licensed
or company-operated restaurants in 42 states and in 16 countries,
including 1,224 Carl's Jr. restaurants and 1,905 Hardee's
restaurants. For more information about CKE Restaurants, please
visit www.ckr.com.
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