LOS ANGELES, June 8, 2011 /PRNewswire/ -- California Pizza
Kitchen, Inc. (NASDAQ: CPKI) (the "Company" or "CPK") and Golden
Gate Capital today announced that CPK Merger Sub Inc. has commenced
the previously-announced tender offer for all of the outstanding
shares of common stock of the Company at a price of $18.50 per share, net to the seller in cash
without interest. CPK Merger Sub Inc. and its parent company, CPK
Holdings Inc., are affiliated with Golden Gate Capital Opportunity
Fund, L.P.
On May 25, 2011, the Company and
Golden Gate Capital announced that the Company and affiliates of
Golden Gate Capital had entered into a definitive merger agreement
pursuant to which the tender offer would be made. Pursuant to the
merger agreement, after completion of the tender offer and the
satisfaction or waiver of certain conditions, the Company will
merge with CPK Merger Sub Inc., and all outstanding shares of the
Company's common stock, other than shares held by CPK Holdings
Inc., CPK Merger Sub Inc., or the Company and shares held by the
Company's stockholders who are entitled to and have properly
exercised appraisal rights under Delaware law, will be automatically cancelled
and converted into the right to receive cash equal to the
$18.50 offer price per share. In
certain cases, the parties have agreed to proceed with a one-step
merger transaction if the tender offer is not completed.
After careful consideration, the board of directors of CPK
unanimously approved the merger agreement, the tender offer, the
merger and the other transactions contemplated by the merger
agreement, and declared that the terms of the merger agreement, the
tender offer, the merger and the transactions contemplated by the
merger agreement are fair to and in the best interests of the
stockholders of CPK. Accordingly, CPK's board of directors
unanimously recommends that stockholders of CPK accept the tender
offer and tender their shares into the tender offer, and if
required by applicable law, adopt the merger agreement.
CPK Holdings Inc. and CPK Merger Sub Inc. are filing with the
Securities and Exchange Commission (the "SEC") today a tender
offer statement on Schedule TO, including an offer to purchase
and related letter of transmittal, setting forth in detail the
terms of the tender offer. Additionally, the Company is filing with
the SEC today a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things,
the recommendation of the Company's board of directors that the
Company's stockholders tender their shares into the tender
offer.
The completion of the tender offer is subject to conditions,
including, among others, the satisfaction of a minimum tender
condition, the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and the receipt of proceeds under
executed bank commitment letters. On June 7, 2011, the parties were notified that
early termination of the waiting period applicable to the purchase
of shares of the Company's common stock under the HSR Act has been
granted.
The tender offer and withdrawal rights are scheduled to expire
at midnight, New York City time,
on Wednesday, July 6, 2011, unless
extended or earlier terminated in accordance with the terms of the
merger agreement.
Investor Contact:
MacKenzie Partners
Charlie Koons / Dan Burch
212-929-5708 / 212-929-5748
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 Nestle USA to manufacture and distribute a line of California
Pizza Kitchen premium frozen products. For more details, visit
www.cpk.com.
California Pizza Kitchen Contacts:
Media: Sarah Grover,
310-342-5000
Investors: Sue Collyns,
310-342-5000
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.
Golden Gate Capital Media Contact:
Coltrin & Associates
Barry O'Sullivan, 212-221-1616
barry_osullivan@coltrin.com
Forward Looking Statements
This press release contains forward-looking statements relating
to the potential acquisition of California Pizza Kitchen, Inc. by
an affiliate of Golden Gate Capital. These are forward-looking
statements for purposes of the safe harbor provisions under the
Private Securities Litigation Reform Act of 1995. The actual
results of the transaction could vary materially as a result of a
number of factors, including: uncertainties as to how many of the
Company's stockholders will tender their stock in the offer; the
possibility that competing offers will be made; and the possibility
that various closing conditions for the transaction may not be
satisfied or waived. Other factors that may cause actual results to
differ materially include those set forth in the reports that we
file from time to time with the Securities and Exchange Commission,
including our annual report on Form 10-K and Form 10-K/A for the
fiscal year ended January 2, 2011 and
quarterly and current reports on Form 10-Q and 8-K. These
forward-looking statements reflect the Company's expectations as of
the date of this press release. The Company undertakes no
obligation to update the information provided herein.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of the Company's common stock is being
made pursuant to an offer to purchase and related materials that an
affiliate of Golden Gate Capital will file with the Securities and
Exchange Commission. An affiliate of Golden Gate Capital will file
a tender offer statement on Schedule TO with the Securities and
Exchange Commission in connection with the commencement of the
offer, and thereafter the Company will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the offer. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will
contain important information that should be read carefully and
considered before any decision is made with respect to the tender
offer. These materials will be sent free of charge to all
stockholders of the Company when available. In addition, all of
these materials (and all other materials filed by the Company with
the Securities and Exchange Commission) will be available at no
charge from the Securities and Exchange Commission through its
website at www.sec.gov. Free copies of the offer to purchase, the
related letter of transmittal and certain other offering documents
may be obtained by directing such requests to MacKenzie Partners,
Inc., 105 Madison Avenue, New York, New
York 10016, Toll-Free telephone 800-322-2885. Investors and
security holders may also obtain free copies of the documents filed
with the Securities and Exchange Commission by the Company by
contacting Investor Relations at 6053 W. Century Blvd, Suite 1100,
Los Angeles, CA 90045, Phone
310-342-5000 or cpkinfo@cpk.com.
Additional Information about the Merger and Where to Find
It
In connection with the potential one-step merger, the Company
would file a proxy statement with the Securities and Exchange
Commission. Additionally, the Company would file other relevant
materials with the Securities and Exchange Commission in connection
with the proposed acquisition of the Company by an affiliate of
Golden Gate Capital pursuant to the terms of an Agreement and Plan
of Merger by and among the Company, CPK Holdings Inc. and CPK
Merger Sub Inc. The materials to be filed by the Company with the
Securities and Exchange Commission may be obtained free of charge
at the Securities and Exchange Commission's web site at
www.sec.gov. Free copies of the proxy statement may be obtained by
directing such requests to MacKenzie Partners, Inc., 105 Madison
Avenue, New York, New York 10016,
Toll-Free Telephone: 800-322-2885. Investors and security holders
may also obtain free copies of the proxy statement by contacting
the Company's Investor Relations Department at 6053 W. Century
Blvd, Suite 1100, Los Angeles, CA
90045, telephone number 310-342-5000 or cpkinfo@cpk.com. Investors
and security holders of the Company are urged to read the proxy
statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the proposed merger because they will contain important
information about the merger and the parties to the merger.
The Company and its respective directors, executive officers and
other members of its management and employees, under the Securities
and Exchange Commission rules, may be deemed to be participants in
the solicitation of proxies of the Company's stockholders in
connection with the proposed merger. Investors and security holders
may obtain more detailed information regarding the names,
affiliations and interests of certain of the Company's executive
officers and directors in the solicitation by reading the Company's
proxy statement for its 2010 annual meeting of stockholders, the
Annual Report on Form 10-K and Form 10-K/A for the fiscal year
ended January 2, 2011 and the proxy
statement and other relevant materials which may be filed with the
Securities and Exchange Commission in connection with the merger
when and if they become available. Information concerning the
interests of the Company's participants in the solicitation, which
may, in some cases, be different than those of the Company's
stockholders generally, will be set forth in the proxy statement
relating to the merger when it becomes available. Additional
information regarding the Company's directors and executive
officers is also included in the Company's proxy statement for its
2010 annual meeting of stockholders and is included in the Annual
Report on Form 10-K and Form 10-K/A for the fiscal year ended
January 2, 2011 containing Part III
information.
SOURCE Golden Gate Capital