News

Centerbridge Partners commences tender offer outstanding shares of P.F. Chang's

May 15, 2012

In connection with a previously announced merger agreement entered into to acquire P.F. Chang's China Bistro Inc., Wok Parent LLC, Wok Holdings Inc. and Wok Acquisition Corp. have commenced a cash tender offer to acquire all of the outstanding shares of P.F. Chang's common stock. Upon the successful closing of the tender offer, stockholders of P.F. Chang's who tendered their shares in the offer will receive $51.50 per share in cash, without interest and less any required withholding taxes. Parent and purchaser are newly formed entities and are wholly owned by funds advised by private investment firm Centerbridge Partners LP.

The tender offer is subject to conditions, including the tender of approximately 83 percent of the outstanding shares of P.F. Chang's, the receipt of the Federal Trade Commission's approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.

Parent, holdings and purchaser are filing with the Securities and Exchange Commission today a tender offer statement on Schedule TO that includes an Offer to Purchase, a form of Letter of Transmittal and related tender offer documents. The Offer to Purchase describes the terms of the tender offer and instructions for tendering shares. In addition, P.F. Chang's is filing with the SEC today a Solicitation/Recommendation Statement on Schedule 14D-9 that includes the recommendation of the P.F. Chang's Board of Directors that P.F. Chang's stockholders accept the tender offer and tender their shares pursuant to the tender offer. The Offer to Purchase, the Solicitation/Recommendation Statement and the related documents contain information regarding the tender offer, and P.F. Chang's stockholders are encouraged to read them carefully.

The tender offer will expire at midnight, Eastern time, on June 12, 2012, unless extended or earlier terminated in accordance with the terms of the merger agreement entered into to acquire P.F. Chang's and the applicable rules and regulations of the SEC.