O'Reilly completes CSK purchase by accepting exchange of shares
O'Reilly Automotive, Inc. has offically accepted all of CSK Auto Corporation's shares. Each share of CSK common stock validly tendered and not withdrawn was exchanged for 0.4285 of a share of O'Reilly common stock plus $1 in cash, according to a Saturday announcement. This wraps up one of the largest aftermarket consolidations announced this year so far. "We are very pleased with the outcome of the exchange offer," says O'Reilly Automotive CEO Greg Henslee. "Today is a historic day for O'Reilly, its stockholders, its customers and its team members across the country. We are entering the next chapter in our company's history as a leading auto parts retailer with 3,200 stores across the country and the opportunity to expand even further. By leveraging our proven dual-market strategy, we will better serve our customers, provide growth opportunities for our team members and generate significant value for our stockholders." The exchange agent for the offer has advised O'Reilly that, as of the expiration of the offer at end-of-day July 10, a total of more than 38 million shares of CSK common stock were validly tendered in the offer and not withdrawn (not including 2.9 million shares delivered through notices of guaranteed delivery). Together with the shares O'Reilly previously owned, upon accepting the CSK shares for exchange, O'Reilly owns 40.2 million shares of CSK common stock, or approximately 90.5 percent of the issued and outstanding shares of CSK common stock. Upon completion of the merger, the remaining outstanding shares of CSK common stock (other than shares of CSK common stock held in CSK's treasury or owned by CSK, O'Reilly or any of its subsidiaries and shares for which dissenter's rights are perfected) will be converted into the right to receive 0.4285 of a share of O'Reilly common stock plus $1 in cash for each such share. Following the merger, shares of CSK common stock will no longer be traded on the New York Stock Exchange. Lehman Brothers Inc. served as exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal adviser to O’Reilly. JP Morgan Securities Inc. acted as financial advisor and Gibson, Dunn & Crutcher LLP acted as legal advisor to CSK. For more information, visit www.oreillyauto.com. |

