P.F. Chang's China Bistro : P.F. Chang's China Bistro, Inc. Announces End of "Go-Shop" Period
06/01/2012| 10:50am US/Eastern

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P.F. Chang's China Bistro, Inc. (NASDAQ: PFCB) ("P.F. Chang's" or the
"Company") today announced the expiration of the "go-shop" period
pursuant to the terms of the previously announced merger agreement,
dated as of May 1, 2012, which contemplates the 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., a leading private investment
firm.
During the "go-shop" process the Company had the right to solicit
superior proposals from third parties for a period of 30 calendar days,
which expired at 11:59 p.m. New York City time on May 31, 2012. The
Company noted that it did not receive any alternative acquisition
proposals during this period.
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 acquire a majority equity ownership position in True Food
Kitchen, a Fox Restaurant Concept specializing in healthy, locally
sourced and globally inspired meals.
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 intent, belief or current expectation of the
Company and members of its senior management team. Forward-looking
statements include, without limitation, statements regarding business
combinations and similar transactions, prospective performance and
opportunities and the outlook for the Company's businesses, performance
and opportunities and regulatory approvals, the anticipated timing of
filings and approvals relating to the transaction; the expected timing
of the completion of the transaction; the ability to complete the
transaction considering the various closing conditions; and any
assumptions underlying any of the foregoing. Investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties and are cautioned not to
place undue reliance on these forward-looking statements. Actual results
may differ materially from those currently anticipated due to a number
of risks and uncertainties. Risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward
looking statements include: uncertainties as to the completion of the
tender offer and the completion and timing of the merger; uncertainties
as to how many of the Company's stockholders will tender their stock in
the offer; the possibility that competing offers will be made; the
possibility that various closing conditions for the transaction may not
be satisfied or waived, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of the
transaction; the effects of disruption from the transaction making it
more difficult to maintain relationships with employees, customers,
other business partners or governmental entities; other business
effects, including the effects of industry, economic or political
conditions outside of the Company's control; transaction costs; actual
or contingent liabilities. In addition, the Company's actual performance
and financial results may differ materially from those currently
anticipated due to a number of risk and uncertainties, including, but
not limited to, failure of the Company's existing or new restaurants to
achieve expected results; damage to the Company's brands or reputation;
inability to successfully expand the Company's operations; changes in
general economic conditions and dependence on sales concentrated in
certain geographic areas; intense competition in the restaurant
industry; changes in government legislation that may increase labor
costs; litigation; adverse public or medical opinions about the health
effects of consuming the Company's products; failure to comply with
governmental regulations; changes in food costs; the inability to retain
key personnel; federal and state tax rules could negatively impact
results of operations and financial position; fluctuating insurance
requirements and costs; seasonality of the Company's business; adverse
impact if information technology and computer systems do not perform
properly. More detailed information about the Company and the risk
factors that may affect the realization of any forward-looking
statements is set forth in the Company's filings with the Securities and
Exchange Commission (the "SEC"), including its Annual Report on Form
10-K and its Quarterly Reports on Form 10-Q, as well as the tender offer
documents filed by Purchaser and certain of its affiliates and the
solicitation/ recommendation statement filed by the Company. All of the
materials related to the offer (and all other offer documents filed with
the SEC) are available at no charge from the SEC through its website at www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed by the Company with the SEC by contacting the Company
Investor Relations at 7676 E. Pinnacle Peak Road, Scottsdale, AZ 85255,
telephone number (480) 888-3000 or investorrelations@pfcb.com.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company does not
undertake 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, containing an Offer to Purchase and
related tender offer documents, filed by Purchaser and certain of its
affiliates with the SEC on May 15, 2012. The Company filed a
Solicitation/ Recommendation Statement on Schedule 14D-9 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, by and among the
Company, Wok Parent LLC ("Parent") 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 investorrelations@pfcb.com.
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.

Investors:
P.F. Chang?s China Bistro, Inc.
Allison Schulder
480-888-3000
allison.schulder@pfcb.com
or
Media:
Joele
Frank, Wilkinson Brimmer Katcher
Matt Sherman / Averell Withers /
Joe Berg
212-355-4449
© Business Wire 2012
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