P.F. Chang’s China Bistro, Inc. Announces Early Termination Of HSR Waiting Period
P.F. Chang’s China Bistro, Inc. (NASDAQ: PFCB) (“P.F. Chang’s” or the “Company”) today announced that the Federal Trade Commission (the “FTC”) has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the previously announced proposed acquisition of all outstanding shares of common stock of the Company by Wok Acquisition Corp. (“Purchaser”), a newly formed entity that is wholly-owned by funds advised by Centerbridge Partners, L.P. (“Centerbridge”), a leading private investment firm. Accordingly, the condition to the closing of the transaction with respect to the expiration of the applicable waiting periods under the HSR Act has been satisfied.
As previously disclosed, on May 15, 2012, Purchaser commenced a cash tender offer to acquire all of the outstanding shares of P.F. Chang’s common stock. Upon the successful closing of the tender offer, stockholders of P.F. Chang’s who tendered their shares in the tender offer will receive $51.50 per share in cash, without interest and less any required withholding taxes. The tender offer is being made pursuant to an Offer to Purchase and a related letter of transmittal, each dated May 15, 2012, and a merger agreement entered into on May 1, 2012 between the Company, Wok Parent LLC (“Parent”) and Purchaser. After completion of the tender offer and the satisfaction or waiver of all conditions, Purchaser will be merged with and into the Company with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of Parent. At the time of the merger, all outstanding shares of the Company’s common stock, other than shares held by Parent, Purchaser, the Company or any of their respective affiliates or shares held by the Company’s stockholders who have and validly exercise appraisal rights under Delaware law, will be canceled and converted into the right to receive cash equal to the $51.50 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.
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