JACKSONVILLE, Fla.,
Feb. 6, 2012 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE:FNF), a leading
provider of title insurance, mortgage services and diversified
services, today announced the signing of a
definitive agreement to acquire all of the outstanding common
stock of O'Charley's Inc. (NASDAQ:CHUX) that it does not currently
own for $9.85 per share in
cash. FNF currently owns 2,079,542, or 9.5%, of the
outstanding shares of common stock of O'Charley's, which operates
more than 340 full-service restaurants under the O'Charley's,
Ninety Nine and Stoney River
concepts.
Under the terms of the definitive agreement, FNF intends to
commence a tender offer for all of the outstanding shares of common
stock of O'Charley's that it does not currently own on or about
February 24, 2012. The initial
tender is expected to expire on April 2,
2012, and to close shortly thereafter, assuming that shares
that, combined with FNF's existing 9.5% ownership stake, represent
more than a majority of the outstanding shares of O'Charley's are
properly tendered and not withdrawn. Closing of the tender is
also contingent on customary closing conditions, including the
expiration of the HSR waiting period. The back-end, cash-out
merger under Tennessee law is
expected to take place no earlier than May
2, 2012, and is also subject to customary closing
conditions, including the successful completion of the tender
offer.
"We have been seeking an investment in a larger, scalable,
strategic restaurant operating company to complement our successful
investment in American Blue Ribbons Holdings, LLC ("ABRH")," said
FNF Chairman William P. Foley,
II. "With more than 340 restaurants and over
$800 million in revenue, O'Charley's
is an attractive company with three proven restaurant concepts in
O'Charley's, Ninety Nine and Stoney
River. There is a real opportunity to continue to
improve the operating performance at O'Charley's and to build on
their current momentum. We look forward to having the ABRH
and O'Charley's teams working toward that end. ABRH operates
more than 220 company-owned restaurants, nearly 140 franchised
restaurants and generates approximately $455
million in annual revenue. We look forward to the
successful completion of the tender offer and to welcoming all of
the O'Charley's concepts and employees to the FNF restaurant
family."
About FNF
Fidelity National Financial, Inc. (NYSE:FNF), is a leading
provider of title insurance, mortgage services and diversified
services. FNF is the nation's largest title insurance company
through its title insurance underwriters - Fidelity National Title,
Chicago Title, Commonwealth Land Title and Alamo Title - that
collectively issue more title insurance policies than any other
title company in the United States. In addition, among other
operations, FNF owns minority interests in Ceridian Corporation, a
leading provider of global human capital management and payment
solutions, Remy International, Inc., a leading designer,
manufacturer, remanufacturer, marketer and distributor of
aftermarket and original equipment electrical components for
automobiles, light trucks, heavy-duty trucks and other vehicles and
American Blue Ribbon Holdings, LLC, an owner and operator of the
Village Inn, Bakers Square and Max & Erma's restaurants.
More information about FNF can be found at www.fnf.com.
Important Information about the Tender Offer
THE TENDER OFFER FOR THE OUTSTANDING COMMON STOCK OF O'CHARLEY'S
REFERRED TO IN THIS PRESS RELEASE HAS NOT YET COMMENCED.
Full details of the tender offer will be included in FNF's
formal offer to purchase and related materials which will be
publicly filed with the Securities and Exchange Commission on
Schedule TO and subsequently mailed to O'Charley's
shareholders. The tender offer will be subject to customary
conditions, including, among other things, there being validly
tendered and not withdrawn, prior to the expiration of the offer,
that number of shares of common stock of O'Charley's, that,
together with FNF's existing 9.5% ownership stake, would represent
at least a majority of the total number of then-outstanding shares
calculated on a fully diluted basis.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY
SECURITIES. THE SOLICITATION AND THE OFFER TO BUY COMMON
STOCK OF O'CHARLEY'S IS ONLY BEING MADE PURSUANT TO THE OFFER TO
PURCHASE AND RELATED MATERIALS THAT FNF AND ITS AFFILIATES INTEND
TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. AT THE
TIME THE OFFER IS COMMENCED, FNF AND ITS AFFILIATES WILL FILE A
TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) WITH THE SECURITIES AND EXCHANGE COMMISSION, AND
THEREAFTER O'CHARLEY'S WILL FILE A SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE OFFER.
SHAREHOLDERS OF O'CHARLEY'S SHOULD READ AND CONSIDER THESE
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS
OF THE OFFER. SHAREHOLDERS WILL BE ABLE TO OBTAIN THE OFFER
TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE TENDER OFFER
FREE AT THE SEC'S WEBSITE AT WWW.SEC.GOV FROM FNF OR O'CHARLEY'S
WHEN THEY BECOME AVAILABLE.
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, including the expected
date of closing of the acquisition and the potential benefits of
the transaction. These 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: uncertainties as to how many of shareholders of
O'Charley's will tender their stock in the offer, the possibility
that competing offers will be made 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 other risks detailed in the "Statement
Regarding Forward-Looking Information," "Risk Factors" and other
sections of FNF's Form 10-K and other filings with the Securities
and Exchange Commission. These forward-looking statements
reflect FNF's expectations as of the date of this press release.
FNF undertakes no obligation to update the information provided
herein.
SOURCE Fidelity National Financial, Inc.