CSK Auto Announces Adoption of Shareholder Rights Plan
February 04 2008 - 8:00AM
Business Wire
CSK Auto Corporation (NYSE:CAO) announced today that it has adopted
a Shareholder Rights Plan in order to maintain the integrity of the
strategic review process that its Board of Directors is conducting.
As previously announced, CSK�s Board of Directors, with assistance
from JPMorgan, has commenced a process in which more than 20
parties to date have been given access to information about the
Company so that they can develop strategic alternatives for the
Board�s consideration. Also as previously announced, on February 1,
2008 O�Reilly Automotive, Inc. (Nasdaq:ORLY), which has chosen not
to participate in the process, announced an unsolicited proposal to
acquire all of the outstanding shares of CSK. The adoption of this
Rights Plan supports the Board�s intent to complete its process as
initially contemplated so as to best preserve and maximize
shareholder value. Under the Plan, one �Right� will be issued for
each share of CSK common stock outstanding as of February 14, 2008.
The Rights are not exercisable, and separate Right Certificates
will not be issued, unless the Rights are triggered. The Rights
would be triggered by, among other things, any person acquiring or
announcing an intention to acquire 10% or more of CSK�s common
stock, or upon the consummation of any transaction in which CSK is
not the surviving entity, the outstanding shares of CSK common
stock are exchanged for stock or assets of another person, or 50%
or more of CSK�s consolidated assets or earning power are sold. If
a party exceeds the ownership thresholds and the Rights are not
redeemed, each Right will entitle the holder, other than the
triggering party, to purchase a number of shares of the Company�s
common stock having a value of twice the $45 exercise price. Such
an exercise would dilute the triggering party�s holdings in CSK.
The Rights will expire on February 3, 2009 unless the Rights are
extended by CSK�s shareholders, in which case the Rights will
expire on February 4, 2011. Subject to certain exceptions, the
Rights are redeemable by action of the Board at a minimal price per
Right. The Company will file a Registration Statement on Form 8-A
with the U.S. Securities and Exchange Commission setting forth
additional information regarding the terms and conditions of the
Rights Plan and the Shareholder Rights Agreement which governs it.
About CSK Auto CSK Auto Corporation is the parent company of CSK
Auto, Inc., a specialty retailer in the automotive aftermarket. As
of January 6, 2008, the Company operated 1,349 stores in 22 states
under the brand names Checker Auto Parts, Schuck's Auto Supply,
Kragen Auto Parts, and Murray's Discount Auto Stores.
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