California Pizza Kitchen, Inc. (NASDAQ: CPKI) (the “Company” or “CPK”) and Golden Gate Capital today announced the successful completion of the previously announced acquisition of the Company by an affiliate of Golden Gate Capital for $18.50 per share in cash, or approximately $470 million in the aggregate.
On May 24, 2011, CPK and Golden Gate Capital announced that the Company and certain entities affiliated with Golden Gate Capital Opportunity Fund, L.P. had signed a definitive merger agreement. Pursuant to that agreement, CPK Merger Sub Inc. commenced a tender offer on June 8, 2011 to acquire all outstanding shares of the Company at a price of $18.50 per share, net to the seller in cash. That tender offer expired at midnight, New York City time, on Wednesday, July 6, 2011.
The depositary has 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that, as of the offer’s expiration, 21,586,341 shares of common stock of the Company had been validly tendered and not withdrawn in the tender offer, including 765,999 shares that had been tendered pursuant to notices of guaranteed delivery, which, when added to the shares to be acquired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 by CPK Merger Sub Inc.
On July 7, 2011, CPK Merger Sub Inc. was merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of CPK Holdings Inc., an entity affiliated with Golden Gate Capital Opportunity Fund, L.P. In the merger, each outstanding share 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, was canceled and converted into the right to receive cash equal to the $18.50 offer price per share. As a result of the completion of the merger, the common stock of the Company will cease to be traded on the NASDAQ Global Select Market.