Golden Gate Capital Announces Successful Completion of Tender Offer for California Pizza Kitchen, Inc. with Approximately 88%...
07 Julho 2011 - 9:30AM
Business Wire
Golden Gate Capital today announced that CPK Merger Sub Inc., an
entity affiliated with Golden Gate Capital, has accepted for
payment all shares of common stock of California Pizza Kitchen,
Inc. (NASDAQ: CPKI) (the “Company” or “CPK”) that were validly
tendered into its tender offer to acquire all outstanding shares of
common stock of the Company at a purchase price of $18.50 per
share, net to the seller in cash without interest, as of the
expiration of the tender offer. The tender offer expired at
midnight, New York City time, on Wednesday, July 6, 2011.
The depositary for the tender offer advised that, as of the
offer’s expiration, 21,586,341 shares of common stock of the
Company had been validly tendered and not withdrawn in the tender
offer, including 765,999 shares that had been tendered pursuant to
notices of guaranteed delivery, which, when added to the shares to
be acquired by CPK Merger Sub Inc. pursuant to the support
agreements with executives, represent approximately 88% of the
outstanding shares of the Company after giving effect to the
transfer of shares pursuant to the support agreements. All of such
shares have been accepted for payment in accordance with the terms
of the tender offer.
On May 24, 2011, CPK and Golden Gate Capital announced that the
Company and certain entities affiliated with Golden Gate Capital
had signed a definitive merger agreement pursuant to which the
tender offer would be made. Pursuant to the merger agreement, CPK
Merger Sub Inc. intends to effect a “short-form” merger under
applicable Delaware law, which merger is expected to occur as soon
as practicable. In the merger, CPK Merger Sub Inc. will be merged
with and into the Company, and the Company will be the surviving
corporation and a wholly-owned subsidiary of CPK Holdings Inc., an
entity affiliated with Golden Gate Capital. Upon completion of the
merger, all outstanding shares of common stock of the Company,
other than shares held by CPK Holdings Inc., CPK Merger Sub Inc. or
the Company or shares held by the Company’s stockholders who are
entitled to and properly exercise appraisal rights under Delaware
law, will be canceled and converted into the right to receive cash
equal to the $18.50 offer price per share. In addition, upon
completion of the merger, the common stock of the Company will
cease to be traded on the NASDAQ Global Select Market.
About California Pizza Kitchen
California Pizza Kitchen, Inc., founded in 1985, is a leading
casual dining chain featuring an imaginative line of hearth-baked
pizzas, including the original BBQ Chicken Pizza, and a broad
selection of distinctive pastas, salads, appetizers, soups,
sandwiches and desserts. Of the chain’s 265 restaurants, 205 are
company-owned and 60 operate under franchise or license agreements.
CPK premium pizzas are also available to sports and entertainment
fans at three Southern California venues: Dodger Stadium, Angel
Stadium of Anaheim and STAPLES Center. Also included in the
Company’s portfolio of concepts is LA Food Show Grill &
Bar, which is located in Manhattan Beach, California. The Company
also has a licensing arrangement with Nestlé USA to manufacture and
distribute a line of California Pizza Kitchen premium frozen
products. For more details, visit www.cpk.com.
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private investment
firm with approximately $9 billion of capital under management. The
principals of Golden Gate have a long and successful history of
investing across a wide range of industries and transaction types,
including going-privates, corporate divestitures, and
recapitalizations. Golden Gate is one of the most active acquirers
of leading brands in the restaurant and retail sector.
Representative investments include On the Border Mexican Grill,
Romano’s Macaroni Grill, Eddie Bauer, Express, J.Jill, and Zales.
For additional information, visit www.goldengatecap.com.
Forward Looking Statements
This press release contains forward-looking statements relating
to the potential acquisition of California Pizza Kitchen, Inc. by
an affiliate of Golden Gate Capital. The actual results of the
transaction could vary materially as a result of a number of
factors, including the possibility that various closing conditions
for the transaction may not be satisfied or waived. Other factors
that may cause actual results to differ materially include those
set forth in the reports that we file from time to time with the
Securities and Exchange Commission, including our annual report on
Form 10-K and Form 10-K/A for the fiscal year ended
January 2, 2011 and quarterly and current reports on
Form 10-Q and 8-K. Neither Golden Gate Capital nor the Company
undertakes any obligation to update any forward-looking statements
as a result of new information, future developments or otherwise,
except as expressly required by law.
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