O'Reilly Automotive, Inc. ("O'Reilly") (Nasdaq: ORLY) today announced
that its indirect, wholly-owned subsidiary has accepted, for payment and
exchange, all shares validly tendered pursuant to its offer for all
outstanding shares of common stock of CSK Auto Corporation ("CSK")
(NYSE: CAO). Each share of CSK common stock validly tendered and not
withdrawn was exchanged for 0.4285 of a share of O'Reilly common stock
plus $1.00 in cash.
"We are very pleased with the outcome of the exchange offer," said
O'Reilly Automotive Chief Executive Officer Greg Henslee. "Today is a
historic day for O'Reilly, its stockholders, its customers and its team
members across the country," continued Henslee. "We are entering the
next chapter in our company's history as a leading auto-parts retailer
with 3,200 stores across the country and the opportunity to expand even
further. By leveraging our proven dual-market strategy, we will better
serve our customers, provide growth opportunities for our team members
and generate significant value for our stockholders."
"We look forward to working with CSK's team and we believe that our
highly complementary business models will facilitate a smooth
integration process," Henslee continued. "The talented and dedicated
team members of both O'Reilly and CSK will play a crucial role in the
success of the company."
The exchange agent for the offer has advised O'Reilly that, as of the
expiration of the offer at 12:00 midnight, New York City time, on
Thursday July 10, 2008, a total of 38,092,340 shares of CSK common stock
were validly tendered in the offer and not withdrawn (not including
2,903,556 shares delivered through notices of guaranteed delivery).
Together with the shares O'Reilly previously owned, upon accepting the
CSK shares for exchange, O'Reilly owns 40,246,268 shares of CSK common
stock, or approximately 90.5% of the issued and outstanding shares of
CSK common stock.
Having acquired over 90% of the issued and outstanding shares of CSK
common stock O'Reilly intends to complete, later today, a short-form
merger of its indirect wholly-owned subsidiary with and into CSK, with
CSK continuing as the surviving corporation and an indirect wholly owned
subsidiary of O'Reilly.