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Golden Gate Capital today announced that CPK Merger Sub Inc., an entity affiliated with Golden Gate Capital, has accepted for payment all shares of common stock of California Pizza Kitchen, Inc. (NASDAQ: CPKI) (the “Company” or “CPK”) that were validly tendered into its tender offer to acquire all outstanding shares of common stock of the Company at a purchase price of $18.50 per share, net to the seller in cash without interest, as of the expiration of the tender offer. The tender offer expired at midnight, New York City time, on Wednesday, July 6, 2011.
The depositary for the tender offer advised that, as of the offer’s expiration, 21,586,341 shares of common stock of the Company had been validly tendered and not withdrawn in the tender offer, including 765,999 shares that had been tendered pursuant to notices of guaranteed delivery, which, when added to the shares to be acquired by CPK Merger Sub Inc. pursuant to the support agreements with executives, represent approximately 88% of the outstanding shares of the Company after giving effect to the transfer of shares pursuant to the support agreements. All of such shares have been accepted for payment in accordance with the terms of the tender offer.
On May 24, 2011, CPK and Golden Gate Capital announced that the Company and certain entities affiliated with Golden Gate Capital had signed a definitive merger agreement pursuant to which the tender offer would be made. Pursuant to the merger agreement, CPK Merger Sub Inc. intends to effect a “short-form” merger under applicable Delaware law, which merger is expected to occur as soon as practicable. In the merger, CPK Merger Sub Inc. will be merged with and into the Company, and the Company will be the surviving corporation and a wholly-owned subsidiary of CPK Holdings Inc., an entity affiliated with Golden Gate Capital. Upon completion of the merger, all outstanding shares of common stock of the Company, other than shares held by CPK Holdings Inc., CPK Merger Sub Inc. or the Company or shares held by the Company’s stockholders who are entitled to and properly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive cash equal to the $18.50 offer price per share. In addition, upon completion of the merger, the common stock of the Company will cease to be traded on the NASDAQ Global Select Market.