Investigation Overview
An investigation on behalf of current long term shareholders in CKE Restaurants, Inc. (Public, NYSE:CKR) over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover were announced.
The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of CKE Restaurants arising out of their attempt to sell CKE Restaurants, Inc. (NYSE:CKR) to Thomas H. Lee Partners. On Friday, Feb 26, 2010 CKE Restaurants, Inc. (NYSE:CKR) and Thomas H. Lee Partners announced that they have entered into a definitive merger agreement under which Thomas H. Lee Partners will acquire CKE Restaurants for approximately $928 million, including the assumption of approximately $309 million of net debt. Under the terms of the agreement, CKE stockholders will receive $11.05 in cash for each share of CKE common stock they hold. According to CKE Restaurants, Inc the offer represents a 24% premium to its closing share price on February 25, 2010 and a 29% premium to the Company's volume weighted average closing share price of approximately $8.60 during the 30 trading days ended February 25, 2010.
According to one investigation by a law firm the transaction appears to be unfair to current investors of CKE Restaurants, Inc. (Public, NYSE:CKR) because the offer is grossly unfair, inadequate, and substantially below the fair or inherent value of CKE.
Shares of CKE Restaurants, Inc. (CKR) traded after the news at $11.10 per share and at $9 per share days before the news. CKR shares were down from its52weekHigh of $ 11.52 per share, $13.54 per share in September 08, and $22.95 per share in Jun 2007.
The investigation whether the CKE Restaurants Board of Directors breached their fiduciary duties to CKE Restaurants stockholders given that the Company's shares traded as high as 11.52 per share as recently as September 17, 2010 and at least one analyst has set a target price for CKE Restaurants stock at $15.00 per share.
CKE Restaurants, Inc., located in Carpinteria, California, owns, operates, franchises or licenses 3,116 quick-service restaurants, which are referred to in the Companys industry as QSRs, primarily under the brand names Carls Jr. and Hardees. Carls Jr. restaurants are primarily located in the Western United States. CKE Restaurants, Inc. reported in 2007 Total Revenue of $1.54207billion with a Net Income of $54.19million, in 2008 Total Revenue of $1.53463billion with a Net Income of $31.08million, and in 2009 Total Revenue of $1.48271billion with a Net Income of $36.96million.