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O'Reilly Auto completes exchange offer for CSK Auto


SPRINGFIELD, Mo. O'Reilly Automotive today announced that its indirect, wholly-owned subsidiary has accepted, for payment and exchange, all shares validly tendered pursuant to its offer for all outstanding shares of common stock of CSK Auto Corp. Each share of CSK common stock validly tendered and not withdrawn was exchanged for 0.4285 of a share of O'Reilly common stock, plus $1 in cash.

"We are very pleased with the outcome of the exchange offer," said O'Reilly Automotive ceo Greg Henslee. "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.

"We look forward to working with CSK's team and we believe that our highly complementary business models will facilitate a smooth integration process," Henslee continued. "The talented and dedicated team members of both O'Reilly and CSK will play a crucial role in the success of the company."

The exchange agent for the offer has advised O'Reilly that, as of the expiration of the offer at midnight, New York City time, on Thursday July 10, a total of 38,092,340 shares of CSK common stock were validly tendered in the offer and not withdrawn (not including 2,903,556 shares delivered through notices of guaranteed delivery).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 40,246,268 shares of CSK common stock, or approximately 90.5% of the issued and outstanding shares of CSK common stock.

Having acquired over 90% of the issued and outstanding shares of CSK common stock O'Reilly intends to complete, later today, a short-form merger of its indirect wholly-owned subsidiary with and into CSK, with CSK continuing as the surviving corporation and an indirect wholly owned subsidiary of O'Reilly. 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 $1.00 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.

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