Centerbridge Partners, L.P. and P.F. Chang’s China Bistro, Inc. Announce Amendment to Merger Agreement
22 Junio 2012 - 3:26PM
Business Wire
P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) (the “Company”)
and Centerbridge Partners, L.P. (“Centerbridge”) today announced
the execution of a senior notes note purchase agreement and the
entry into a credit agreement relating to the financing of the
proposed acquisition of the Company pursuant to the terms of the
Agreement and Plan of Merger, dated as of May 1, 2012, by and among
Wok Parent LLC (“Parent”), Wok Acquisition Corp. (“Purchaser”) and
the Company. In connection therewith, the Company and Centerbridge
agreed to amend the merger agreement and delete the financing
proceeds condition to Purchaser’s tender offer to acquire all of
the outstanding shares of Company common stock. Prior to this
amendment, Purchaser was not obligated to accept shares tendered in
the tender offer unless Parent had received the proceeds of the
financing commitments from the lenders as described in the debt
commitment letter executed in connection with the entry into the
merger agreement. The tender offer is scheduled to expire at
midnight at the end of the day on June 28, 2012, unless further
extended, and remains subject to the other conditions described in
the tender offer materials, including the tender of at least 83% of
the outstanding shares of the Company common stock.
The amendment to the merger agreement also provides, among other
things, that Purchaser will have the right in its sole discretion
to extend the offer for one or more periods, in consecutive
increments of up to 10 business days each (the precise length of
which is in Parent’s sole discretion).
Subject to the satisfaction or waiver of the other conditions
described in the tender offer materials, Centerbridge and the
Company anticipate that the closing of the tender offer and the
subsequent merger of Purchaser into the Company will occur on June
29, 2012. Centerbridge will file with the SEC an amendment to its
tender offer statement on Schedule TO setting forth the terms of
the amended merger agreement.
About P.F. Chang’s
P.F. Chang’s China Bistro, Inc. owns and operates two restaurant
concepts in the Asian niche. P.F. Chang’s China Bistro features a
blend of high-quality, Chinese-inspired cuisine and American
hospitality in a sophisticated, contemporary bistro setting. Pei
Wei Asian Diner offers a modest menu of freshly prepared pan-Asian
cuisine in a relaxed, warm environment offering attentive counter
service and take-out flexibility. In addition, the Company has
extended its brands to international markets, airport locations,
and retail products all of which are operated under licensing
agreements. The Company has also announced an agreement to exercise
its right to convert an outstanding loan facility it provided to
True Food Kitchen, a Fox Restaurant Concept specializing in
healthy, locally sourced and globally inspired meals, to a majority
equity position in True Food Kitchen. The Company and True Food
Kitchen recently agreed to postpone the effective date of the
conversion until October 31, 2012, provided that if the merger of
Purchaser into the Company as described in the tender offer
materials is consummated before this date, the Company’s conversion
election will be automatically terminated and rescinded and the
loan facility will continue to operate in full force and effect and
on the same terms and conditions after the merger as prior to the
Company’s conversion election.
About Centerbridge
Centerbridge Partners, L.P. is a private investment firm
headquartered in New York City with approximately $20 billion in
capital under management. The firm focuses on private equity and
credit investments. The firm is dedicated to partnering with
world-class management teams across targeted industry sectors to
help companies achieve their operating and financial
objectives.
Forward Looking Statements
This press release may contain “forward-looking statements” that
involve significant risks and uncertainties. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including all statements
regarding information regarding the intent, belief or current
expectation of the Company and members of its senior management
team. Forward-looking statements include, without limitation,
statements regarding business combinations and similar
transactions, prospective performance and opportunities and the
outlook for the Company’s businesses, performance and opportunities
and regulatory approvals, the anticipated timing of filings and
approvals relating to the transaction; the expected timing of the
completion of the transaction; the ability to complete the
transaction considering the various closing conditions; and any
assumptions underlying any of the foregoing. Investors are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties and are cautioned not to place undue reliance on
these forward-looking statements. Actual results may differ
materially from those currently anticipated due to a number of
risks and uncertainties. Risks and uncertainties that could cause
the actual results to differ from expectations contemplated by
forward looking statements include: uncertainties as to the
completion of the tender offer and the completion and timing of the
merger and the related financing; 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; the possibility
that various closing conditions for the transaction may not be
satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction; the effects of disruption from the transaction
making it more difficult to maintain relationships with employees,
customers, other business partners or governmental entities; other
business effects, including the effects of industry, economic or
political conditions outside of the Company’s control; transaction
costs; actual or contingent liabilities. In addition, the Company’s
actual performance and financial results may differ materially from
those currently anticipated due to a number of risk and
uncertainties, including, but not limited to, failure of the
Company’s existing or new restaurants to achieve expected results;
damage to the Company’s brands or reputation; inability to
successfully expand the Company’s operations; changes in general
economic conditions and dependence on sales concentrated in certain
geographic areas; intense competition in the restaurant industry;
changes in government legislation that may increase labor costs;
litigation; adverse public or medical opinions about the health
effects of consuming the Company’s products; failure to comply with
governmental regulations; changes in food costs; the inability to
retain key personnel; federal and state tax rules could negatively
impact results of operations and financial position; fluctuating
insurance requirements and costs; seasonality of the Company’s
business; adverse impact if information technology and computer
systems do not perform properly. More detailed information about
the Company and the risk factors that may affect the realization of
any forward-looking statements is set forth in the Company’s
filings with the Securities and Exchange Commission (the “SEC”),
including its Annual Report on Form 10-K and its Quarterly Reports
on Form 10-Q, as well as the tender offer documents filed by
Purchaser and certain of its affiliates and the solicitation/
recommendation statement filed by the Company. All of the materials
related to the offer (and all other offer documents filed with the
SEC) are available at no charge from the SEC through its website at
www.sec.gov. Investors and security holders may also obtain free
copies of the documents filed by the Company with the SEC by
contacting the Company Investor Relations at 7676 E. Pinnacle Peak
Road, Scottsdale, AZ 85255, telephone number (480) 888-3000 or
investorrelations@pfcb.com. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. The Company does not undertake any obligation
to update any forward-looking statements as a result of new
information, future developments or otherwise, except as expressly
required by law.
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 common stock has been
made pursuant to a tender offer statement on Schedule TO (as
amended from time to time), containing an Offer to Purchase and
related tender offer documents, initially filed by Purchaser and
certain of its affiliates with the SEC on May 15, 2012. The Company
initially filed a Solicitation/ Recommendation Statement on
Schedule 14D-9 (as amended from time to time) with respect to the
tender offer with the SEC on May 15, 2012. These documents contain
important information that should be read carefully and considered
before any decision is made with respect to the tender offer. The
tender offer materials will be sent free of charge to all
stockholders of the Company. In addition, all of these materials
(and all other materials filed by the Company with the SEC) may be
obtained at no charge by directing a request by mail to Georgeson
Inc., at 199 Water Street, 26th Floor, New York, NY 10038-3560, or
by calling toll-free at (866) 300-8594.
Additional Information about the Merger and Where to Find
It
In connection with the proposed transaction, the Company has
filed a proxy statement with the SEC. Additionally, the Company has
and will file other relevant materials with the SEC in connection
with the proposed acquisition of the Company pursuant to the terms
of an Agreement and Plan of Merger, dated as of May 1, 2012, as
amended by Amendment No. 1, dated as of June 22, 2012, by and among
the Company, Parent and Purchaser. The materials filed by the
Company with the SEC may be obtained free of charge at the SEC’s
web site at www.sec.gov. After the Company’s filing thereof,
investors and stockholders will also be able to obtain free copies
of the proxy statement from the Company by contacting the Company
Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ
85255, telephone number (480) 888-3000 or
investorrelations@pfcb.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 their management and employees, under the SEC
rules, may be deemed to be participants in the solicitation of
proxies of the Company stockholders in connection with the proposed
transaction. 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 2012 annual meeting of stockholders, the Annual
Report on Form 10-K for the fiscal year ended January 1, 2012, and
the proxy statement and other relevant materials which have been
filed with the SEC in connection with the transaction. Information
concerning the interests of the Company’s potential participants,
which may, in some cases, be different than those of the Company’s
stockholders generally, are set forth in the proxy statement
relating to the transaction.
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