CKE Restaurants, Inc. Announces Filing and Mailing of Revised Definitive Proxy Statement
03 June 2010 - 10:00PM
Business Wire
CKE Restaurants, Inc. (NYSE: CKR) (“CKE”) announced today that
it has filed a revised definitive proxy statement for a special
meeting of stockholders for the purpose of voting on a proposal to
approve its previously announced merger agreement with Columbia
Lake Acquisition Holdings, Inc. and Columbia Lake Acquisition
Corp., both of which are affiliates of Apollo Management VII, L.P.
CKE revised the definitive proxy statement that it previously filed
with the Securities and Exchange Commission on May 28, 2010 in
order to change the date and time of the special meeting of
stockholders. As indicated in the revised definitive proxy
statement, the special meeting of stockholders will be held at 8:00
a.m., local time, on Wednesday, June 30, 2010 at 6307 Carpinteria
Avenue, Carpinteria, California, 93013. CKE commenced the mailing
of the notice of meeting and the revised definitive proxy statement
to stockholders on June 2, 2010.
Stockholders of record as of the close of business on May 10,
2010 will be entitled to vote at the special meeting of
stockholders. The board of directors of CKE has unanimously
determined that the merger agreement and the transactions
contemplated thereby are in the best interests of CKE and its
stockholders, and recommends that CKE’s stockholders vote “FOR” the
merger agreement and the transactions contemplated thereby.
Stockholders are encouraged to read CKE’s definitive proxy
materials, including the revised definitive proxy statement, in
their entirety as they provide, among other things, a detailed
discussion of the process that led to the merger agreement and
reasons behind CKE’s board of directors’ unanimous recommendation.
Stockholders with questions about the merger agreement and the
transactions contemplated thereby, or who need assistance in
submitting their proxy or voting their shares should contact CKE’s
proxy solicitor, Morrow & Co., LLC toll-free at (800) 607-0088
or at (203) 658-9400.
FORWARD-LOOKING STATEMENTS
This filing contains “forward-looking statements” within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements give
CKE’s current expectations or forecasts of future events. Such
statements are subject to risks and uncertainties that are often
difficult to predict and beyond CKE’s control, and could cause
CKE’s results to differ materially from those described. These
uncertainties and other factors include, but are not limited to,
risks associated with the proposed transaction, including the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, the inability
to complete the proposed transaction due to the failure to obtain
stockholder approval, the failure to satisfy other conditions to
completion of the proposed transaction or the failure to obtain the
necessary debt financing arrangements set forth in the debt
commitment letter received in connection with the proposed
transaction. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
they are made. CKE undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by law
or the rules of the New York Stock Exchange. Accordingly, any
forward-looking statement should be read in conjunction with the
additional information about risks and uncertainties as discussed
in CKE’s filings with the Securities and Exchange Commission (the
“SEC”).
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO
FIND IT
A definitive proxy statement of CKE and other materials has been
filed with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CKE AND THE
PROPOSED TRANSACTION. Investors and security holders may obtain a
free copy of the definitive proxy statement and other documents
filed by CKE with the SEC at the SEC’s Web site at www.sec.gov.
The definitive proxy statement and such other documents are also
available for free on CKE's website at www.ckr.com under
“Investors/SEC Filings” or by directing such request to Investor
Relations, CKE Restaurants, Inc., 805-745-7750.
CKE and its directors, executive officers and other members of
its management and employees may be deemed to be participants in
the solicitation of proxies from its stockholders in connection
with the proposed transaction. Information concerning the interests
of CKE’s participants in the solicitation is set forth in CKE’s
proxy statements and Annual Reports on Form 10-K, previously filed
with the SEC, and in the definitive proxy statement relating to the
proposed transaction.
CKE Restaurants,
Inc.
Headquartered in Carpinteria, Calif., CKE Restaurants, Inc. is
publicly traded on the New York Stock Exchange under the symbol
"CKR." As of the end of its fiscal 2010, CKE Restaurants, Inc.,
through its subsidiaries, had a total of 3,141 franchised, licensed
or company-operated restaurants in 42 states and in 16 countries,
including 1,224 Carl's Jr. restaurants and 1,905 Hardee's
restaurants. For more information about CKE Restaurants, please
visit www.ckr.com.
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