ISS Proxy Advisory Services Recommends That CKE Restaurants, Inc.’s Stockholders Vote “FOR” Merger
June 14 2010 - 9:00PM
Business Wire
CKE Restaurants, Inc. (NYSE: CKR) (“CKE”) announced today that
ISS Proxy Advisory Services (“ISS”), a division of RiskMetrics
Group, has recommended that CKE’s stockholders vote “FOR” adoption
of CKE’s merger agreement with Columbia Lake Acquisition Holdings,
Inc. and Columbia Lake Acquisition Corp. at CKE’s Special Meeting
of Stockholders that will occur on June 30, 2010. Columbia Lake
Acquisition Holdings, Inc. and Columbia Lake Acquisition Corp. are
affiliates of Apollo Management VII, L.P. ISS is a leading
independent U.S. proxy advisory firm and its voting analyses and
recommendations are relied upon by hundreds of major institutional
investment funds, mutual funds and fiduciaries throughout the
country.
In recommending that CKE’s stockholders vote “FOR” adoption of
the merger agreement, ISS stated in part that:
“A vote ‘FOR’ the merger is warranted based on a review of the
terms of the transaction…including reasonable premium, the extended
strategic review process that ultimately resulted in a
substantially higher offer price of $12.55, and the fact that the
company’s shares are currently trading at $12.43, which is below
the offer price level.”*
*Permission to use quotations from the ISS report was neither
sought nor obtained.
As announced on April 23, 2010, CKE entered into a merger
agreement with Columbia Lake Acquisition Holdings, Inc. and
Columbia Lake Acquisition Corp. pursuant to which CKE’s
stockholders will be entitled to receive $12.55 in cash for each
share they own, subject to closing of the proposed transaction.
CKE’s stockholders are encouraged to read the definitive proxy
statement relating to the merger in its entirety as it provides,
among other things, a detailed discussion of the process that led
to execution of the merger agreement. CKE’s board of directors
recommends that CKE’s stockholders vote “FOR” adoption of the
merger agreement.
The vote of each CKE stockholder is very important regardless of
the number of shares of common stock that a stockholder owns. A
failure to vote will have the same legal effect as a vote against
adoption of the merger agreement.
Stockholders who have questions about the merger, need
assistance in submitting their proxy or voting their shares should
contact CKE’s proxy solicitor, Morrow & Co., LLC, toll-free at
(800) 607-0088 or at (203) 658-9400.
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
CKE’s current expectations or forecasts of future events. Such
statements are subject to risks and uncertainties that are often
difficult to predict and beyond CKE’s control, and could cause
CKE’s results to differ materially from those described. These
uncertainties and other factors include, but are not limited to,
risks associated with the proposed transaction, including the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, the inability
to complete the proposed transaction due to the failure to obtain
stockholder approval, the failure to satisfy other conditions to
completion of the proposed transaction or the failure to obtain the
necessary debt financing arrangements set forth in the debt
commitment letter received in connection with the proposed
transaction. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
they are made. CKE 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 CKE’s filings with the Securities and Exchange Commission (the
“SEC”).
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
A definitive proxy statement of CKE and other materials has been
filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CKE AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the definitive proxy statement and other documents
filed by CKE with the SEC at the SEC’s Web site at www.sec.gov.
The definitive proxy statement and such other documents are also
available for free on CKE's website at www.ckr.com under
“Investors/SEC Filings” or by directing such request to Investor
Relations, CKE Restaurants, Inc., 805-745-7750.
CKE 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 transaction. Information concerning the interests
of CKE’s participants in the solicitation is set forth in CKE’s
proxy statements and Annual Reports on Form 10-K, previously filed
with the SEC, and in the definitive proxy statement relating to the
proposed transaction.
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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