Centerbridge Partners Acquires P.F. Chang's
Wok Parent LLC and Wok Acquisition Corp., an affiliate of Centerbridge Partners, L.P., officially acquired P.F. Chang's China Bistro, Inc., Scottsdale, Ariz.
The tender offer and withdrawal rights expired at 5 p.m. EST on June 29. The depositary for the tender offer has advised that, as of the expiration time, approximately 17,819,727 shares of P.F. Chang's common stock were validly tendered and not withdrawn, representing approximately 83.7% of the outstanding shares of P.F. Chang's common stock, giving Centerbridge control of P.F. Chang's. All shares that were validly tendered and not validly withdrawn have been accepted for purchase, and payment for such shares will be made promptly in accordance with the terms of the tender offer at the offer price of $51.50 per share, net to the seller in cash, without interest and less any required withholding taxes.
Centerbridge intends to promptly move forward with a "short-form" merger under Delaware law after exercising its top-up option under the merger agreement, and P.F. Chang's will become an indirect, wholly-owned subsidiary of Wok Parent.
The merger was completed July 2. As a result of the merger, any shares of P.F. Chang's common stock not previously tendered will be cancelled and (except for shares held by P.F. Chang's, Wok Parent, Wok or any subsidiary of P.F. Chang's or Wok Parent, including Wok, or shares for which appraisal rights are properly demanded) will be converted into the right to receive the same $51.50 per share in cash paid in the tender offer. Following the merger, P.F. Chang's common stock will cease to be traded on The NASDAQ Global Select Market.