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June 8, 2011 /PRNewswire/ -- California Pizza Kitchen, Inc. (NASDAQ: CPKI) (the "Company" or "CPK") and Golden Gate Capital today announced that CPK Merger Sub Inc. has commenced the previously-announced tender offer for all of the outstanding shares of common stock of the Company at a price of
$18.50 per share, net to the seller in cash without interest. CPK Merger Sub Inc. and its parent company, CPK Holdings Inc., are affiliated with Golden Gate Capital Opportunity Fund, L.P.
May 25, 2011, the Company and Golden Gate Capital announced that the Company and affiliates of Golden Gate Capital had entered into a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, the Company will merge with CPK Merger Sub Inc., and all outstanding shares of the Company's common stock, other than shares held by CPK Holdings Inc., CPK Merger Sub Inc., or the Company and shares held by the Company's stockholders who are entitled to and have properly exercised appraisal rights under
Delaware law, will be automatically cancelled and converted into the right to receive cash equal to the
$18.50 offer price per share. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.
After careful consideration, the board of directors of CPK unanimously approved the merger agreement, the tender offer, the merger and the other transactions contemplated by the merger agreement, and declared that the terms of the merger agreement, the tender offer, the merger and the transactions contemplated by the merger agreement are fair to and in the best interests of the stockholders of CPK. Accordingly, CPK's board of directors unanimously recommends that stockholders of CPK accept the tender offer and tender their shares into the tender offer, and if required by applicable law, adopt the merger agreement.