O'Reilly Commences Exchange Offer for CSK Shares
June 11 2008 - 8:30AM
Business Wire
O�Reilly Automotive, Inc. (�O�Reilly�) (Nasdaq: ORLY) and CSK Auto
Corporation (NYSE:CAO) (�CSK�) announced today that O�Reilly has
commenced an exchange offer for all of the outstanding shares of
CSK common stock pursuant to their previously announced definitive
merger agreement dated April 1, 2008. Subject to the terms and
conditions of the offer, CSK stockholders will receive between
0.3673 and 0.4285 shares of O�Reilly common stock plus $1.00 in
cash (subject to possible reduction as described in the offer
documents) for each share of CSK common stock that they tender in
the exchange offer. The exchange offer is scheduled to expire at
12:00 midnight, New York City time, on Thursday, July 10, 2008,
unless otherwise extended. The terms and conditions of the offer
are described in the offer documents, which will be mailed to CSK
stockholders and filed with the Securities and Exchange Commission
("SEC"). Consummation of the transaction is subject to customary
closing conditions and that there are validly tendered, and not
withdrawn a number of shares of CSK common stock that, together
with any shares of CSK common stock then directly or indirectly
owned by O�Reilly, represent a majority of the fully diluted shares
of CSK common stock. The Board of Directors of CSK has unanimously
recommended that CSK stockholders tender their shares into the
offer. A more detailed description of this recommendation can be
found in the Solicitation/Recommendation Statement on Schedule
14D-9 that CSK is filing with the SEC today, June 11, 2008. CSK
stockholders are urged to read the offer documents and CSK�s
Solicitation/Recommendation Statement carefully. Copies of these
documents may be obtained at no charge from the SEC�s website at
www.sec.gov. Copies of the offer documents may also be obtained at
no charge from Innisfree M&A Incorporated, the Information
Agent for the offer, toll-free at 1-888-750-5834. As previously
announced by O�Reilly and CSK on April 18, 2008, the Federal Trade
Commission granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which is
a condition to the closing of the proposed acquisition. 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 1,867 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 March 31, 2008. About CSK Auto CSK Auto
Corporation is the parent company of CSK Auto, Inc., a specialty
retailer in the automotive aftermarket. As of May 4, 2008, the
Company operated 1,345 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 this 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
has filed a registration statement on Form S-4 and a Schedule TO
with the SEC and CSK has filed a solicitation/recommendation
statement on Schedule 14D-9. These documents contain important
information about the transaction and should be read before any
decision is made with respect to the exchange offer. Investors are
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). Copies of the exchange offer
materials may also be obtained at no charge from Innisfree M&A
Incorporated, the information agent for the offer, toll-free at
1-888-750-5834.
Csk Auto (NYSE:CAO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Csk Auto (NYSE:CAO)
Historical Stock Chart
From Jul 2023 to Jul 2024