CSK Board Unanimously Recommends Stockholders Tender Their Shares
O’Reilly Automotive, Inc. (“O’Reilly”) (Nasdaq: ORLY) and CSK Auto Corporation (NYSE:CAO) (“CSK”) announced today that O’Reilly has commenced an exchange offer for all of the outstanding shares of CSK common stock pursuant to their previously announced definitive merger agreement dated April 1, 2008. Subject to the terms and conditions of the offer, CSK stockholders will receive between 0.3673 and 0.4285 shares of O’Reilly common stock plus $1.00 in cash (subject to possible reduction as described in the offer documents) for each share of CSK common stock that they tender in the exchange offer.
The exchange offer is scheduled to expire at 12:00 midnight, New York City time, on Thursday, July 10, 2008, unless otherwise extended. The terms and conditions of the offer are described in the offer documents, which will be mailed to CSK stockholders and filed with the Securities and Exchange Commission ("SEC"). Consummation of the transaction is subject to customary closing conditions and that there are validly tendered, and not withdrawn a number of shares of CSK common stock that, together with any shares of CSK common stock then directly or indirectly owned by O’Reilly, represent a majority of the fully diluted shares of CSK common stock.
The Board of Directors of CSK has unanimously recommended that CSK stockholders tender their shares into the offer. A more detailed description of this recommendation can be found in the Solicitation/Recommendation Statement on Schedule 14D-9 that CSK is filing with the SEC today, June 11, 2008.
CSK stockholders are urged to read the offer documents and CSK’s Solicitation/Recommendation Statement carefully. Copies of these documents may be obtained at no charge from the SEC’s website at www.sec.gov. Copies of the offer documents may also be obtained at no charge from Innisfree M&A Incorporated, the Information Agent for the offer, toll-free at 1-888-750-5834.
As previously announced by O’Reilly and CSK on April 18, 2008, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which is a condition to the closing of the proposed acquisition.
About O'Reilly Automotive, Inc
O'Reilly Automotive, Inc. is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional installer markets.
