O'Reilly issues exchange offer to CSK shareholders

To determine how many O’Reilly shares each CSK stockholder receives per share tendered, the exchange ratio will be equal to $11 divided by the average closing price of O’Reilly stock at the time the deal closes, according to a Securities and Exchange Commission filing. That ratio is capped at a low of 0.3673 shares per share tendered and a high of 0.4285 shares per share tendered, plus $1 in cash per CSK share.

CSK has about 44 million outstanding shares.

The exchange offer expires at midnight Eastern Daylight time July 10, barring an extension, according to a news release.

The offer documents are being mailed to CSK stockholders. Also on June 11, CSK’s board of directors filed with the SEC a unanimous recommendation that its shareholders tender their shares into the offer.

O’Reilly’s acquisition of CSK was announced April 1. The deal – half of which is debt – would give O’Reilly a presence in the Western United States with the addition of about 1,350 stores to its approximately 1,870 existing retail locations.