O'Reilly and CSK Auto Announce Early Termination of HSR Waiting Period
April 18 2008 - 12:47PM
Business Wire
O�Reilly Automotive, Inc. (�O�Reilly�) (Nasdaq: ORLY) and CSK Auto
Corporation (NYSE:CAO) (�CSK�) today announced that the Federal
Trade Commission has granted early termination of the waiting
period under the Hart Scott Rodino Antitrust Improvements Act of
1976 for O�Reilly�s proposed acquisition of CSK. Termination of the
waiting period satisfies a condition to the closing of the proposed
acquisition. As previously announced on April 1, 2008, and more
specifically described therein, O�Reilly and CSK entered into a
definitive agreement under which CSK shareholders will receive
$11.00 of O�Reilly common stock, subject to a collar, plus $1.00 in
cash (subject to potential reduction in certain circumstances) for
each share of CSK common stock. Completion of the acquisition,
which is expected in the summer of 2008, is subject to the
satisfaction of other customary closing conditions. About O'Reilly
Automotive, Inc. O�Reilly Automotive, Inc. is one of the largest
specialty retailers of automotive aftermarket parts, tools,
supplies, equipment and accessories in the United States, serving
both the do-it-yourself and professional installer markets. Founded
in 1957 by the O�Reilly family, the Company operated 1,830 stores
in the states of Alabama, Arkansas, Florida, Georgia, Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Minnesota, Mississippi,
Missouri, Montana, Nebraska, North Carolina, North Dakota, Ohio,
Oklahoma, South Carolina, South Dakota, Tennessee, Texas, Virginia,
Wisconsin and Wyoming as of December 31, 2007. About CSK Auto CSK
Auto Corporation is the parent company of CSK Auto, Inc., a
specialty retailer in the automotive aftermarket. As of February 3,
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. Forward-Looking
Statements Statements in press release may contain certain
forward-looking statements relating to O'Reilly and its
expectations for the proposed acquisition of CSK that are intended
to be covered by the safe harbor for "forward-looking statements"
provided by the Private Securities Litigation Reform Act of 1995.
All such statements concerning activities, events or developments
that O'Reilly expects, believes or anticipates will or may occur in
the future are forward-looking statements. Forward-looking
statements are based on current expectations, forecasts and
projections about future events and involve known and unknown
risks, uncertainties and other factors that may cause actual
results and performance to be materially different from any future
results or performance expressed or implied by forward-looking
statements, including the following: the risk that the proposed
transaction will not close because of a failure to satisfy one or
more of the closing conditions; the risk that O'Reilly's business
will have been adversely impacted during the pendency of the
proposed transaction; the risk that the integration of operations
may not be successful or may be materially delayed or may be more
costly or difficult than expected; and the risk that the expected
cost savings and other synergies from the transaction may not be
fully realized, realized at all or take longer to realize than
anticipated. Additional information on these and other risks,
uncertainties and factors is included in O'Reilly's Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other documents filed with the SEC. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this Current Report on Form 8-K. Except for
any obligation to disclose material information under the Federal
securities laws, O'Reilly undertakes no obligation to release
publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date hereof. Additional
Information In connection with the proposed transaction, O�Reilly
intends to file a registration statement on Form S-4 and a Schedule
TO with the SEC and CSK intends to file a
solicitation/recommendation statement on Schedule 14D-9. Such
documents, however, are not currently available. These documents
contain important information about the transaction and should be
read before any decision is made with respect to the exchange
offer. Investors will be able to obtain free copies of the
registration statement, Schedule TO and Schedule 14D-9, as well as
other filings containing information about O�Reilly and CSK without
charge, at the SEC�s website (http://www.sec.gov) once such
documents are filed with the SEC. A free copy of the exchange offer
materials, when they become available, may also be obtained from
O�Reilly or CSK.
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