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 document filed today. That ratio is capped at a low of 0.3673 shares per share tendered and a high of 0.4285 shares per share tendered. In addition, CSK shareholders will receive $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. Today, CSK’s board of directors filed with the SEC a unanimous recommendation that its shareholders tender their shares into the offer.

The two companies announced April 1 that O’Reilly would acquire CSK in a transaction valued at $1 billion, half of which is debt. The deal 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, primarily in the Midwest and southeast.