- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 15 2010 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by
the Registrant
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Filed by a
Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
CKE
RESTAURANTS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or schedule and the
date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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ISS PROXY ADVISORY SERVICES RECOMMENDS THAT CKE RESTAURANTS, INC.S
STOCKHOLDERS VOTE FOR MERGER
CARPINTERIA, CALIFORNIA, June 14, 2010 CKE Restaurants, Inc. (NYSE: CKR) (CKE) announced today
that ISS Proxy Advisory Services (ISS), a division of RiskMetrics Group, has recommended that
CKEs stockholders vote FOR adoption of CKEs merger agreement with Columbia Lake Acquisition
Holdings, Inc. and Columbia Lake Acquisition Corp. at CKEs 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 CKEs 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 companys 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 CKEs stockholders will be
entitled to receive $12.55 in cash for each share they own, subject to closing of the proposed
transaction.
CKEs 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. CKEs board of directors recommends that CKEs 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 CKEs 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 CKEs
current expectations or forecasts of future events. Such statements are subject to risks and
uncertainties that are often difficult to predict and beyond CKEs control, and could cause CKEs
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 CKEs 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 SECs Web site at www.sec.gov.
The definitive proxy statement and such other documents are also available for free on CKEs
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 CKEs participants in the
solicitation is set forth in CKEs 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.
SOURCE: CKE Restaurants, Inc.
Investor Relations
Lori Barker, 805-745-7750
or
Public Relations
Beth Mansfield, 805-745-7741
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