Fidelity National Financial (FNF) Announces Tender Offer for Shares of O'Charley's (CHUX)
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Fidelity National Financial, Inc. (NYSE: FNF) today announced the commencement of a tender offer through its indirect wholly-owned subsidiary, Fred Merger Sub Inc., for all of the outstanding common stock of O'Charley's Inc. (NASDAQ: CHUX) that FNF does not currently own for $9.85 per share, net to the seller in cash, without interest and less any required withholding taxes. The tender offer is being made pursuant to an Offer to Purchase, dated February 27, 2012, and in connection with the previously announced Agreement and Plan of Merger, dated February 5, 2012, among FNF, Fred Merger Sub Inc. and O'Charley's.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, April 2, 2012, unless the tender offer is extended. The tender offer is conditioned on shares that, when combined with FNF's existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O'Charley's (calculated on a fully-diluted basis, as defined in the Agreement and Plan of Merger) being validly tendered and not withdrawn, as well as other customary closing conditions, including the expiration of the HSR waiting period. Following the successful completion of the tender offer, FNF's indirect wholly-owned subsidiary, Fred Merger Sub Inc., will merge with and into O'Charley's, and the outstanding O'Charley's shares not tendered in the tender offer will be converted into the right to receive the same $9.85 per share, net to the seller in cash, without interest and less any required withholding taxes, paid in the tender offer.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Monday, April 2, 2012, unless the tender offer is extended. The tender offer is conditioned on shares that, when combined with FNF's existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O'Charley's (calculated on a fully-diluted basis, as defined in the Agreement and Plan of Merger) being validly tendered and not withdrawn, as well as other customary closing conditions, including the expiration of the HSR waiting period. Following the successful completion of the tender offer, FNF's indirect wholly-owned subsidiary, Fred Merger Sub Inc., will merge with and into O'Charley's, and the outstanding O'Charley's shares not tendered in the tender offer will be converted into the right to receive the same $9.85 per share, net to the seller in cash, without interest and less any required withholding taxes, paid in the tender offer.
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