CKE Restaurants, Inc. Declares Takeover Proposal Superior; Gives Notice That It is Prepared to Terminate the Merger Agreement...
April 20 2010 - 12:00AM
Business Wire
CKE Restaurants, Inc. (NYSE: CKR) (the “Company”) announced
today that, on April 18, 2010, the party previously designated as
an “Excluded Party” (“Excluded Party”), as such term is defined in
the Agreement and Plan of Merger, dated as of February 26, 2010, by
and among the Company, Western Acquisition Holdings, Inc., a
Delaware corporation (“Parent”), and Western Acquisition Corp., a
Delaware corporation (the “Current Merger Agreement”), submitted a
formal binding offer for the acquisition of the Company in which
the Company’s stockholders would receive $12.55 per share in cash
(the “Excluded Party Proposal”). The Excluded Party Proposal
included an Agreement and Plan of Merger, a Limited Guarantee and
Company Stockholder Voting Agreements, all of which were executed
by the Excluded Party and certain of its affiliates (collectively,
the “Proposed Transaction Documents”). The Excluded Party Proposal
expires upon certain events, including the Company’s failure to
accept, execute and deliver the Proposed Transaction Documents to
the Excluded Party by 12:01 a.m. Eastern Daylight Time on April 24,
2010.
On April 19, 2010, the Company’s Board of Directors determined,
in accordance with the terms of the Current Merger Agreement, that
the Excluded Party Proposal constitutes a “superior proposal” as
such term is defined in the Current Merger Agreement. In making
this determination, the Company’s Board of Directors was assisted
by its financial advisor and outside legal counsel.
Also on April 19, 2010, the Company gave written notice (the
“Notice”) to Thomas H. Lee Partners, L.P. of the Company’s receipt
of the Excluded Party Proposal, the Company’s Board of Directors’
determination that the Excluded Party Proposal constitutes a
“superior proposal” as such term is defined in the Current Merger
Agreement, and the Company’s intention to terminate the Current
Merger Agreement subject to the terms of the Current Merger
Agreement. Pursuant to the terms of the Current Merger Agreement,
the Company is required to negotiate in good faith with Parent for
a period of four business days after the business day that such
Notice is received by Parent in accordance with the terms of the
Current Merger Agreement such that it would cause the Excluded
Party Proposal to no longer constitute a “superior proposal” as
such term is defined in the Current Merger Agreement. If Parent
does not favorably adjust the terms of the Current Merger
Agreement, the Company expects, promptly after the expiration of
the four business day negotiating period, to send a notice of
termination to Parent terminating the Current Merger Agreement
effective immediately and to enter into the Proposed Transaction
Documents with the Excluded Party.
FORWARD-LOOKING
STATEMENTS
This filing contains “forward-looking statements” within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements give the
Company’s current expectations or forecasts of future events. Such
statements are subject to risks and uncertainties that are often
difficult to predict and beyond the Company’s control, and could
cause the Company’s results to differ materially from those
described. These uncertainties and other factors include, but are
not limited to, risks associated with the transactions contemplated
by Current Merger Agreement, including the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Current Merger Agreement, the inability to
complete the transactions contemplated by the Current Merger
Agreement due to the failure to obtain shareholder approval or the
failure to satisfy other conditions to completion of the
transactions contemplated by the Current Merger Agreement, and the
failure to obtain the necessary debt financing arrangements set
forth in commitment letters received in connection with the
transactions contemplated by the Current Merger Agreement. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date they are made. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law or the rules
of the New York Stock Exchange. Accordingly, any forward-looking
statement should be read in conjunction with the additional
information about risks and uncertainties as discussed in the
Company’s filings with the Securities and Exchange Commission (the
“SEC”).
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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