O’Charley’s Announces Intent to Voluntarily Delist from the Nasdaq Global Select Market
21 April 2012 - 6:25AM
Business Wire
O’Charley’s Inc. (NASDAQ: CHUX) announced today that it has
submitted written notice to the Nasdaq Global Select Market (the
“Nasdaq”) of its intention to voluntarily delist its common stock,
no par value, from the Nasdaq. The Company intends to file a Form
25 with the Securities and Exchange Commission (the “SEC”) on April
30, 2012 to delist its common stock. The common stock will continue
to be listed through May 9, 2012 and will no longer be listed on
May 10, 2012. The Company intends to file a Form 15 with the SEC on
or about May 10, 2012 in order to terminate the registration of the
common stock under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and to notify the SEC of the
automatic suspension of its public reporting obligations under
Sections 13(a) and 15(d) of the Exchange Act.
As previously announced, Fidelity National Financial, Inc.
(“Fidelity”), through its wholly-owned subsidiary, Fred Merger Sub
Inc. (“Merger Sub”), acquired approximately 86% of the outstanding
shares of the Company’s common stock following the successful
completion of a tender offer (the “Tender Offer”) for all of the
outstanding shares of common stock. Subsequent to Merger Sub’s
exercise of its option to purchase newly-issued shares of common
stock directly from the Company, Fidelity and Merger Sub acquired
an aggregate ownership of over 90% of the outstanding shares of the
Company’s common stock on a fully-diluted basis. Pursuant to the
previously disclosed Agreement and Plan of Merger, dated as of
February 5, 2012, among Fidelity, the Company, and Merger Sub,
Fidelity intends to complete its acquisition of the Company by
effecting a short form merger (the “Merger”) on or about May 9,
2012 in accordance with the provisions of the Tennessee Business
Corporation Act. Pursuant to the Merger, Merger Sub will merge with
and into the Company, with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Fidelity. Each share
of the Company’s common stock outstanding immediately prior to the
effective time of the Merger that was not accepted for payment
pursuant to the Tender Offer (other than shares held by Fidelity or
any subsidiary of Fidelity, including Merger Sub, which shares will
be cancelled without any conversion) will, at the effective time of
the Merger, be converted into the right to receive $9.85 per share
net to the shareholder in cash, without interest and less any
required withholding taxes. As a result of the Merger, the Company
will become a wholly-owned subsidiary of Fidelity and a trading
market for the Company’s common stock will no longer exist.
Additionally, upon the delisting, the Company will qualify to
terminate the registration of its common stock under Section 12 of
the Exchange Act and exit the SEC periodic reporting system. The
common stock will not be listed or registered on another national
securities exchange or for quotation in a quotation medium.
As of the date of the filing of the Form 15, the Company’s
obligation to file certain reports under the Exchange Act,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended,
and other filing requirements will terminate upon the effectiveness
of the deregistration, which should occur 90 days after the filing
of the Form 15.
About O’Charley’s Inc.
O’Charley’s Inc., headquartered in Nashville, Tennessee, is a
multi-concept restaurant company that operates or franchises a
total of 342 restaurants under three brands: O’Charley’s, Ninety
Nine Restaurants, and Stoney River Legendary Steaks. The
O’Charley’s concept includes 227 restaurants in 18 states in the
Southeast and Midwest, including 221 company-owned and operated
O’Charley’s restaurants, and 6 restaurants operated by franchisees.
The menu, with an emphasis on fresh preparation, features several
specialty items, such as hand-cut and aged USDA choice steaks, a
variety of seafood and chicken, freshly baked yeast rolls, fresh
salads with special-recipe salad dressings and signature caramel
pie. The Ninety Nine concept includes 105 restaurants throughout
New England and upstate New York. Ninety Nine has earned a strong
reputation as a friendly, comfortable place to gather and enjoy
great American food and drink at a terrific price. The menu
features a wide selection of appetizers, salads, sandwiches,
burgers, entrees and desserts. The Stoney River Legendary Steaks
concept includes 10 restaurants in six states in the Southeast and
Midwest. This steakhouse concept appeals to both upscale
casual-dining and fine-dining guests by offering high-quality food
and attentive customer service typical of high-end steakhouses, but
at more moderate prices.
Forward Looking
Statements
This press release contains forward-looking statements relating
to the potential acquisition of O’Charley’s Inc. by Fidelity
National Financial, Inc. and its affiliates. These statements are
forward-looking statements for purposes of the safe harbor
provisions under the Private Securities Litigation Reform Act of
1995. The actual results of the transaction could vary materially
as a result of a number of factors, including: unexpected delays or
impediments to the merger of the Company and Merger Sub; the
effects of disruptions from the transaction; the risk of
shareholder litigation in connection with the transaction and any
related significant costs of defense, indemnification and
liability; and the possibility that various closing conditions for
the transaction may not be satisfied or waived. Other factors that
may cause actual results to differ materially include those set
forth in the reports that the Company files from time to time with
the Securities and Exchange Commission, including the annual report
on Form 10-K for the fiscal year ended December 25, 2011 and
quarterly and current reports on Form 10-Q and 8-K, as well as the
solicitation/recommendation statement on Schedule 14D-9 filed by
the Company, together with any amendments or supplements thereof.
These forward-looking statements reflect the Company’s expectations
as of the date of this press release. The Company undertakes no
obligation to update the information provided herein.
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