P.F. Chang's China Bistro : Centerbridge Partners Extends Offer to Acquire P.F. Chang's China Bistro, Inc. Until 5:00 p.m. Today
06/29/2012| 08:05am US/Eastern
In connection with the previously announced agreement to acquire P.F.
Chang's China Bistro, Inc. (NASDAQ: PFCB) ("P.F. Chang's" or the
"Company"), Centerbridge Partners, L.P. ("Centerbridge") and P.F.
Chang's today announced that Wok Acquisition Corp. ("Purchaser") has
extended the expiration of its tender offer to acquire all of the
outstanding shares of P.F. Chang's common stock for $51.50 net per share
in cash, without interest and less any required withholding taxes, to
5:00 p.m., New York City time, today, Friday, June 29, 2012, unless
further extended. The tender offer was previously scheduled to expire at
12:00 midnight, New York City time, at the end of Thursday, June 28,
2012. All other terms and conditions of the tender offer remain
unchanged, including, without limitation, the tender of at least 83% of
the outstanding shares of P.F. Chang's (not including shares tendered
pursuant to notices of guaranteed delivery).
The depositary for the tender offer has advised that, as of the previous
expiration time, approximately 16,318,019 shares of P.F. Chang's common
stock were validly tendered and not properly withdrawn in the tender
offer, and approximately 2,506,698 shares had been tendered pursuant to
notices of guaranteed delivery, which shares in the aggregate
collectively represent approximately 88.4% of the outstanding shares of
P.F. Chang's. The tender offer is being extended solely in order to
allow transactions in shares tendered pursuant to notices of guaranteed
delivery to settle, and as a result, the satisfaction of the minimum
tender condition. On June 22, 2012, Centerbridge announced the execution
of a senior notes note purchase agreement and the execution of a credit
agreement, both of which relate to the financing of the proposed
acquisition of P.F. Chang's. Centerbridge and P.F. Chang's intend to use
the proceeds of the financing and an equity contribution to promptly
close the tender offer and the subsequent merger of Purchaser into P.F.
Chang's upon satisfaction of the minimum tender condition.
About P.F. Chang's
P.F. Chang's China Bistro, Inc. owns and operates two restaurant
concepts in the Asian niche. P.F. Chang's China Bistro features a blend
of high-quality, Chinese-inspired cuisine and American hospitality in a
sophisticated, contemporary bistro setting. Pei Wei Asian Diner offers a
modest menu of freshly prepared pan-Asian cuisine in a relaxed, warm
environment offering attentive counter service and take-out flexibility.
In addition, the Company has extended its brands to international
markets, airport locations, and retail products all of which are
operated under licensing agreements. The Company has also announced an
agreement to exercise its right to convert an outstanding loan facility
it provided to True Food Kitchen, a Fox Restaurant Concept specializing
in healthy, locally sourced and globally inspired meals, to a majority
equity position in True Food Kitchen. The Company and True Food Kitchen
recently agreed to postpone the effective date of the conversion until
October 31, 2012, provided that if the merger of Purchaser into the
Company as described in the tender offer materials is consummated before
this date, the Company's conversion election will be automatically
terminated and rescinded and the loan facility will continue to operate
in full force and effect and on the same terms and conditions after the
merger as prior to the Company's conversion election.
Centerbridge Partners, L.P. is a private investment firm headquartered
in New York City with approximately $20 billion in capital under
management. The firm focuses on private equity and credit investments.
The firm is dedicated to partnering with world-class management teams
across targeted industry sectors to help companies achieve their
operating and financial objectives.
Forward Looking Statements
This press release may contain "forward-looking statements" that involve
significant risks and uncertainties. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including all statements regarding
information regarding the expected timing of the completion of the
transaction. Actual results may differ materially from those currently
anticipated due to a number of risks and uncertainties. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. None of P.F.
Chang's, Centerbridge and Purchaser assume any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law.
Notice to Investors
This press release is neither an offer to purchase nor a solicitation of
an offer to sell any securities. The solicitation and the offer to buy
shares of the Company common stock has been made pursuant to a Tender
Offer Statement on Schedule TO (as amended from time to time),
containing an Offer to Purchase and related tender offer documents,
initially filed by Purchaser and certain of its affiliates with the SEC
on May 15, 2012. The Company initially filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from
time to time) with respect to the tender offer with the SEC on May 15,
2012. These documents contain important information that should be read
carefully and considered before any decision is made with respect to the
tender offer. The tender offer materials will be sent free of charge to
all stockholders of the Company. In addition, all of these materials
(and all other materials filed by the Company with the SEC) may be
obtained at no charge by directing a request by mail to Georgeson Inc.,
at 199 Water Street, 26th Floor, New York, NY 10038-3560, or by calling
toll-free at (866) 300-8594.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, the Company has filed a
proxy statement with the SEC. Additionally, the Company has and will
file other relevant materials with the SEC in connection with the
proposed acquisition of the Company pursuant to the terms of an
Agreement and Plan of Merger, dated as of May 1, 2012, as amended by
Amendment No. 1, dated as of June 22, 2012, by and among the Company,
Wok Parent LLC and Purchaser. The materials filed by the Company with
the SEC may be obtained free of charge at the SEC's web site at www.sec.gov.
After the Company's filing thereof, investors and stockholders will also
be able to obtain free copies of the proxy statement from the Company by
contacting the Company Investor Relations at 7676 E. Pinnacle Peak Road,
Scottsdale, AZ 85255, telephone number (480) 888-3000 or firstname.lastname@example.org.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE MERGER AND THE PARTIES TO THE MERGER.
The Company and its respective directors, executive officers and other
members of their management and employees, under the SEC rules, may be
deemed to be participants in the solicitation of proxies of the Company
stockholders in connection with the proposed transaction. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of the Company's executive
officers and directors in the solicitation by reading the Company's
proxy statement for its 2012 annual meeting of stockholders, the Annual
Report on Form 10-K for the fiscal year ended January 1, 2012, and the
proxy statement and other relevant materials which have been filed with
the SEC in connection with the transaction. Information concerning the
interests of the Company's potential participants, which may, in some
cases, be different than those of the Company's stockholders generally,
are set forth in the proxy statement relating to the transaction.
P.F. Chang?s China Bistro, Inc.
Frank, Wilkinson Brimmer Katcher
Matt Sherman / Averell Withers /
© Business Wire 2012