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CKE Restaurants, Inc. Adopts Stockholder Rights Plan

11 October 2005

CKE Restaurants,
Inc. (NYSE: CKR) today announced that its Board of Directors has approved the
adoption of a stockholder rights plan (the "Plan"). Under the Plan, all
stockholders of record as of the close of business on October 17, 2005 will
receive a distribution of rights to purchase shares of a newly authorized
series of preferred stock. The rights become exercisable in the event that a
tender offer for at least 15 percent of CKE's common stock is announced, or an
acquirer acquires at least 15 percent of the shares of the common stock.
"Our Board of Directors has adopted the Plan to help protect the long-term
interests of the Company's stockholders. While the Plan will not prohibit the
acquisition of the Company, it establishes certain rights to ensure that
should any unsolicited acquisition occur, it would be on terms that maximize
value and are equitable to all stockholders," stated Andrew F. Puzder,
President and Chief Executive Officer. The adoption of the Plan is intended
as a means to guard against abusive takeover tactics and is not in response to
any particular proposal.
The rights, which expire on December 31, 2008 (or on December 31, 2006 if
the Plan is not ratified by the Company's stockholders by that date), will be
distributed to stockholders as of the close of business on October 17, 2005,
the record date, as a non-taxable distribution. There will be no rights
certificates issued unless certain conditions are met. The rights are not
currently exercisable and will initially trade with CKE's common stock.
Additional details regarding the Plan will be outlined in a summary to be
mailed to stockholders as of the record date.
As of the end of its fiscal second quarter on August 15, 2005, CKE
Restaurants, Inc., through its subsidiaries, had a total of 3,159 franchised
or company-owned restaurants in 43 states and in 13 countries, including 1,032
Carl's Jr. restaurants, 2,011 Hardee's restaurants and 100 La Salsa Fresh
Mexican Grill(R) restaurants.

SAFE HARBOR DISCLOSURE
Matters discussed in this news release contain forward-looking statements
relating to future use and operation of the Plan that are based on
management's current beliefs and assumptions. Such statements are subject to
risks and uncertainties. Factors that could cause the Plan to operate
differently than described above include, but are not limited to, legal
challenges to the implementation or operation of the Plan by stockholders or
potential acquirers or changes in laws or regulations applicable to the
operation of plans like the Plan, or particular provisions thereof.
Forward-looking statements speak only as of the date they are made. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future
events or otherwise, except as required by law or the rules of the New York
Stock Exchange.

Source: PR Newswire


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