SPRINGFIELD, Mo. and PHOENIX -- O’Reilly Automotive has commenced an exchange offer for all of the outstanding shares of CSK common stock pursuant to its previously announced definitive merger agreement dated April 1.
Subject to the terms and conditions of the offer, CSK stockholders will receive between 0.3673 and 0.4285 shares of O’Reilly common stock plus $1 in cash (subject to possible reduction as described in the offer documents) for each share of CSK common stock that they tender in the exchange offer.
Consummation of the transaction is subject to customary closing conditions and that there are validly tendered, and not withdrawn a number of shares of CSK common stock that, together with any shares of CSK common stock then directly or indirectly owned by O’Reilly, represent a majority of the fully diluted shares of CSK common stock.
The board of directors of CSK has unanimously recommended that CSK stockholders tender its shares into the offer. A more detailed description of this recommendation can be found in the Solicitation/Recommendation Statement on Schedule 14D-9 that CSK is filing with the SEC today.
CSK stockholders are urged to read the offer documents and CSK’s Solicitation/Recommendation Statement carefully. Copies of these documents may be obtained at no charge from the SEC’s website at www.sec.gov.