O'Reilly Successfully Completes Exchange Offer For CSK With Over 90% Tendered
July 11 2008 - 9:15AM
Business Wire
O'Reilly Automotive, Inc. ("O'Reilly") (Nasdaq: ORLY) today
announced that its indirect, wholly-owned subsidiary has accepted,
for payment and exchange, all shares validly tendered pursuant to
its offer for all outstanding shares of common stock of CSK Auto
Corporation ("CSK") (NYSE: CAO). Each share of CSK common stock
validly tendered and not withdrawn was exchanged for 0.4285 of a
share of O'Reilly common stock plus $1.00 in cash. "We are very
pleased with the outcome of the exchange offer," said O'Reilly
Automotive Chief Executive Officer Greg Henslee. "Today is a
historic day for O'Reilly, its stockholders, its customers and its
team members across the country," continued Henslee. "We are
entering the next chapter in our company's history as a leading
auto-parts retailer with 3,200 stores across the country and the
opportunity to expand even further. By leveraging our proven
dual-market strategy, we will better serve our customers, provide
growth opportunities for our team members and generate significant
value for our stockholders." "We look forward to working with CSK's
team and we believe that our highly complementary business models
will facilitate a smooth integration process," Henslee continued.
"The talented and dedicated team members of both O'Reilly and CSK
will play a crucial role in the success of the company." The
exchange agent for the offer has advised O'Reilly that, as of the
expiration of the offer at 12:00 midnight, New York City time, on
Thursday July 10, 2008, a total of 38,092,340 shares of CSK common
stock were validly tendered in the offer and not withdrawn (not
including 2,903,556 shares delivered through notices of guaranteed
delivery). Together with the shares O'Reilly previously owned, upon
accepting the CSK shares for exchange, O'Reilly owns 40,246,268
shares of CSK common stock, or approximately 90.5% of the issued
and outstanding shares of CSK common stock. Having acquired over
90% of the issued and outstanding shares of CSK common stock
O'Reilly intends to complete, later today, a short-form merger of
its indirect wholly-owned subsidiary with and into CSK, with CSK
continuing as the surviving corporation and an indirect wholly
owned subsidiary of O'Reilly. Upon completion of the merger, the
remaining outstanding shares of CSK common stock (other than shares
of CSK common stock held in CSK's treasury or owned by CSK,
O'Reilly or any of its subsidiaries, and shares for which
dissenter's rights are perfected) will be converted into the right
to receive 0.4285 of a share of O'Reilly common stock plus $1.00 in
cash for each such share. Following the merger, shares of CSK
common stock will no longer be traded on the New York Stock
Exchange. Lehman Brothers Inc. served as exclusive financial
advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal adviser to O�Reilly. JP Morgan Securities Inc. acted as
financial advisor and Gibson, Dunn & Crutcher LLP acted as
legal advisor to CSK. 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. CSK Auto, Inc., an indirect
subsidiary of O'Reilly Automotive, Inc. operated, as of May 4,
2008, 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 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. Undue reliance
should not be placed 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.
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