Centerbridge Partners Successfully Completes Tender Offer for P.F. Chang’s China Bistro, Inc.
02 Julio 2012 - 7:07AM
Business Wire
P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) (“P.F. Chang’s”
or the “Company”), Centerbridge Partners, L.P. (“Centerbridge”),
Wok Parent LLC (“Wok Parent”) and Wok Acquisition Corp. (“Wok”), an
affiliate of Centerbridge, today announced that Wok has
successfully completed the tender offer for all outstanding shares
of P.F. Chang’s.
The tender offer and withdrawal rights expired at 5:00 p.m., New
York City time, on June 29, 2012. The depositary for the tender
offer has advised that, as of the expiration time, approximately
17,819,727 shares of P.F. Chang’s common stock were validly
tendered and not withdrawn, representing approximately 83.7% of the
outstanding shares of P.F. Chang’s common stock, giving
Centerbridge control of P.F. Chang’s. All shares that were validly
tendered and not validly withdrawn have been accepted for purchase,
and payment for such shares will be made promptly in accordance
with the terms of the tender offer at the offer price of $51.50 per
share, net to the seller in cash, without interest and less any
required withholding taxes.
Centerbridge intends to promptly move forward with a
“short-form” merger under Delaware law after exercising its top-up
option under the merger agreement, and P.F. Chang’s will become an
indirect, wholly-owned subsidiary of Wok Parent. The merger is
expected to be completed today, July 2, 2012. As a result of the
merger, any shares of P.F. Chang’s common stock not previously
tendered will be cancelled and (except for shares held by P.F.
Chang’s, Wok Parent, Wok, or any subsidiary of P.F. Chang’s or Wok
Parent, including Wok, or shares for which appraisal rights are
properly demanded) will be converted into the right to receive the
same $51.50 per share in cash paid in the tender offer. Following
the merger, P.F. Chang’s common stock will cease to be traded on
The NASDAQ Global Select Market.
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.
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 expected timing of the
completion of the transaction. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. None of P.F. Chang’s, Centerbridge, Wok Parent
and Wok assume any obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as expressly required by law.
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