CKE Restaurants, Inc. Announces Stockholder Approval of Merger Agreement with Affiliates of Apollo Management
01 July 2010 - 10:39AM
Business Wire
CKE Restaurants, Inc. (NYSE:CKR) (“CKE”) today announced that
its stockholders approved the proposal to adopt the merger
agreement providing for its acquisition by entities created by
certain affiliates of Apollo Management VII, L.P.
The affirmative vote of the holders of a majority of the
outstanding shares of common stock of CKE was required to approve
the proposal to adopt the merger agreement. According to the final
tally of shares voted, approximately 76% of the outstanding shares
of common stock of CKE as of the close of business on May 10, 2010,
the record date, were voted to approve the proposal to adopt the
merger agreement. Of the shares that were voted at the meeting,
approximately 99% were voted to approve the proposal to adopt the
merger agreement.
All approvals, consents or consultations required to consummate
the merger under U.S. antitrust laws have been obtained or made,
and accordingly, the related condition to the consummation of the
merger set forth in the merger agreement has been fully satisfied.
The consummation of the merger remains subject to the satisfaction
or waiver of certain other closing conditions set forth in the
merger agreement and discussed in detail in the Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange
Commission by CKE on June 3, 2010.
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 satisfy
certain 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”).
CKE Restaurants, Inc.
Headquartered in Carpinteria, Calif., CKE is publicly traded on
the New York Stock Exchange under the symbol “CKR.” As of the end
of its first quarter of fiscal 2011, CKE., through its
subsidiaries, had a total of 3,146 franchised, licensed or
company-operated restaurants in 42 states and in 16 countries,
including 1,233 Carl's Jr.® Restaurants and 1,901 Hardee's®
restaurants. For more information about CKE, please visit
www.ckr.com.
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