Golden Gate Capital Completes Acquisition of California Pizza Kitchen, Inc.
2011年7月8日 - 12:35AM
ビジネスワイヤ(英語)
California Pizza Kitchen, Inc. (NASDAQ: CPKI) (the “Company” or
“CPK”) and Golden Gate Capital today announced the successful
completion of the previously announced acquisition of the Company
by an affiliate of Golden Gate Capital for $18.50 per share in
cash, or approximately $470 million in the aggregate.
On May 24, 2011, CPK and Golden Gate Capital announced that the
Company and certain entities affiliated with Golden Gate Capital
Opportunity Fund, L.P. had signed a definitive merger agreement.
Pursuant to that agreement, CPK Merger Sub Inc. commenced a tender
offer on June 8, 2011 to acquire all outstanding shares of the
Company at a price of $18.50 per share, net to the seller in cash.
That tender offer expired at midnight, New York City time, on
Wednesday, July 6, 2011.
The depositary has advised that, as of the offer’s expiration,
21,586,341 shares of common stock of the Company had been validly
tendered and not withdrawn in the tender offer, including 765,999
shares that had been tendered pursuant to notices of guaranteed
delivery, which, when added to the shares to be acquired by CPK
Merger Sub Inc. pursuant to the support agreements with executives,
represent approximately 88% of the outstanding shares of the
Company after giving effect to the transfer of shares pursuant to
the support agreements. All of such shares have been accepted for
payment by CPK Merger Sub Inc.
On July 7, 2011, CPK Merger Sub Inc. was merged with and into
the Company, with the Company surviving the merger as a
wholly-owned subsidiary of CPK Holdings Inc., an entity affiliated
with Golden Gate Capital Opportunity Fund, L.P. In the merger, each
outstanding share of common stock of the Company, other than shares
held by CPK Holdings Inc., CPK Merger Sub Inc. or the Company or
shares held by the Company’s stockholders who are entitled to and
properly exercise appraisal rights under Delaware law, was canceled
and converted into the right to receive cash equal to the $18.50
offer price per share. As a result of the completion of the merger,
the common stock of the Company will cease to be traded on the
NASDAQ Global Select Market.
Moelis & Company served as exclusive financial advisor
to CPK. Latham & Watkins LLP served as outside counsel to
the Company and Richards, Layton & Finger, P.A. served as
outside counsel to the special committee. Kirkland & Ellis
LLP served as legal advisor to Golden Gate Capital.
About California Pizza Kitchen
California Pizza Kitchen, Inc., founded in 1985, is a leading
casual dining chain featuring an imaginative line of hearth-baked
pizzas, including the original BBQ Chicken Pizza, and a broad
selection of distinctive pastas, salads, appetizers, soups,
sandwiches and desserts. Of the chain’s 265 restaurants, 205 are
company-owned and 60 operate under franchise or license agreements.
CPK premium pizzas are also available to sports and entertainment
fans at three Southern California venues: Dodger Stadium, Angel
Stadium of Anaheim and STAPLES Center. Also included in the
Company’s portfolio of concepts is LA Food Show Grill &
Bar, which is located in Manhattan Beach, California. The Company
also has a licensing arrangement with Nestlé USA to manufacture and
distribute a line of California Pizza Kitchen premium frozen
products. For more details, visit www.cpk.com.
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private investment
firm with approximately $9 billion of capital under management. The
principals of Golden Gate have a long and successful history of
investing across a wide range of industries and transaction types,
including going-privates, corporate divestitures, and
recapitalizations. Golden Gate is one of the most active acquirers
of leading brands in the restaurant and retail sector.
Representative investments include On the Border Mexican Grill,
Romano’s Macaroni Grill, Eddie Bauer, Express, J.Jill, and Zales.
For additional information, visit www.goldengatecap.com.
Forward Looking Statements
This press release may contain forward-looking statements. These
forward-looking statements involve significant risks and
uncertainties and are not guarantees of future performance. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements. Forward-looking
statements include, without limitation, statements regarding the
intent of any parties about future actions. Actual results may
differ materially from those currently anticipated due to a number
of risks and uncertainties, including risks and uncertainties
relating to these matters that are discussed in the documents filed
with the Securities and Exchange Commission by the Company. These
forward-looking statements reflect CPK’s expectations as of the
date of this press release. CPK undertakes no obligation to update
the information provided herein.
California Pizza Kitchen (NASDAQ:CPKI)
過去 株価チャート
から 11 2024 まで 12 2024
California Pizza Kitchen (NASDAQ:CPKI)
過去 株価チャート
から 12 2023 まで 12 2024