Centerbridge Partners Extends Offer to Acquire P.F. Chang’s China Bistro, Inc. Until 5:00 p.m. Today
June 29 2012 - 8:00AM
Business Wire
In connection with the previously announced agreement to acquire
P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) (“P.F. Chang’s” or
the “Company”), Centerbridge Partners, L.P. (“Centerbridge”) and
P.F. Chang’s today announced that Wok Acquisition Corp.
(“Purchaser”) has extended the expiration of its tender offer to
acquire all of the outstanding shares of P.F. Chang’s common stock
for $51.50 net per share in cash, without interest and less any
required withholding taxes, to 5:00 p.m., New York City time,
today, Friday, June 29, 2012, unless further extended. The tender
offer was previously scheduled to expire at 12:00 midnight, New
York City time, at the end of Thursday, June 28, 2012. All other
terms and conditions of the tender offer remain unchanged,
including, without limitation, the tender of at least 83% of the
outstanding shares of P.F. Chang’s (not including shares tendered
pursuant to notices of guaranteed delivery).
The depositary for the tender offer has advised that, as of the
previous expiration time, approximately 16,318,019 shares of P.F.
Chang’s common stock were validly tendered and not properly
withdrawn in the tender offer, and approximately 2,506,698 shares
had been tendered pursuant to notices of guaranteed delivery, which
shares in the aggregate collectively represent approximately 88.4%
of the outstanding shares of P.F. Chang’s. The tender offer is
being extended solely in order to allow transactions in shares
tendered pursuant to notices of guaranteed delivery to settle, and
as a result, the satisfaction of the minimum tender condition. On
June 22, 2012, Centerbridge announced the execution of a senior
notes note purchase agreement and the execution of a credit
agreement, both of which relate to the financing of the proposed
acquisition of P.F. Chang’s. Centerbridge and P.F. Chang’s intend
to use the proceeds of the financing and an equity contribution to
promptly close the tender offer and the subsequent merger of
Purchaser into P.F. Chang’s upon satisfaction of the minimum tender
condition.
About P.F. Chang’s
P.F. Chang’s China Bistro, Inc. owns and operates two restaurant
concepts in the Asian niche. P.F. Chang’s China Bistro features a
blend of high-quality, Chinese-inspired cuisine and American
hospitality in a sophisticated, contemporary bistro setting. Pei
Wei Asian Diner offers a modest menu of freshly prepared pan-Asian
cuisine in a relaxed, warm environment offering attentive counter
service and take-out flexibility. In addition, the Company has
extended its brands to international markets, airport locations,
and retail products all of which are operated under licensing
agreements. The Company has also announced an agreement to exercise
its right to convert an outstanding loan facility it provided to
True Food Kitchen, a Fox Restaurant Concept specializing in
healthy, locally sourced and globally inspired meals, to a majority
equity position in True Food Kitchen. The Company and True Food
Kitchen recently agreed to postpone the effective date of the
conversion until October 31, 2012, provided that if the merger of
Purchaser into the Company as described in the tender offer
materials is consummated before this date, the Company’s conversion
election will be automatically terminated and rescinded and the
loan facility will continue to operate in full force and effect and
on the same terms and conditions after the merger as prior to the
Company’s conversion election.
About Centerbridge
Centerbridge Partners, L.P. is a private investment firm
headquartered in New York City with approximately $20 billion in
capital under management. The firm focuses on private equity and
credit investments. The firm is dedicated to partnering with
world-class management teams across targeted industry sectors to
help companies achieve their operating and financial
objectives.
Forward Looking Statements
This press release may contain “forward-looking statements” that
involve significant risks and uncertainties. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including all statements
regarding information regarding the expected timing of the
completion of the transaction. Actual results may differ materially
from those currently anticipated due to a number of risks and
uncertainties. You are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. None of P.F. Chang’s, Centerbridge and Purchaser assume any
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise, except as
expressly required by law.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of the Company common stock has been
made pursuant to a Tender Offer Statement on Schedule TO (as
amended from time to time), containing an Offer to Purchase and
related tender offer documents, initially filed by Purchaser and
certain of its affiliates with the SEC on May 15, 2012. The
Company initially filed a Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended from time to time) with respect to the
tender offer with the SEC on May 15, 2012. These documents
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. The tender offer materials will be sent free of charge to
all stockholders of the Company. In addition, all of these
materials (and all other materials filed by the Company with the
SEC) may be obtained at no charge by directing a request by mail to
Georgeson Inc., at 199 Water Street, 26th Floor, New York, NY
10038-3560, or by calling toll-free at (866) 300-8594.
Additional Information about the Merger and Where to Find
It
In connection with the proposed transaction, the Company has
filed a proxy statement with the SEC. Additionally, the Company has
and will file other relevant materials with the SEC in connection
with the proposed acquisition of the Company pursuant to the terms
of an Agreement and Plan of Merger, dated as of May 1, 2012, as
amended by Amendment No. 1, dated as of June 22, 2012, by and among
the Company, Wok Parent LLC and Purchaser. The materials filed by
the Company with the SEC may be obtained free of charge at the
SEC’s web site at www.sec.gov. After the Company’s filing thereof,
investors and stockholders will also be able to obtain free copies
of the proxy statement from the Company by contacting the Company
Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ
85255, telephone number (480) 888-3000 or
investorrelations@pfcb.com. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER
AND THE PARTIES TO THE MERGER.
The Company and its respective directors, executive officers and
other members of their management and employees, under the SEC
rules, may be deemed to be participants in the solicitation of
proxies of the Company stockholders in connection with the proposed
transaction. Investors and security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of the Company’s executive officers and
directors in the solicitation by reading the Company’s proxy
statement for its 2012 annual meeting of stockholders, the Annual
Report on Form 10-K for the fiscal year ended January 1, 2012, and
the proxy statement and other relevant materials which have been
filed with the SEC in connection with the transaction. Information
concerning the interests of the Company’s potential participants,
which may, in some cases, be different than those of the Company’s
stockholders generally, are set forth in the proxy statement
relating to the transaction.
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