JACKSONVILLE, Fla.,
Feb. 27, 2012 /PRNewswire/
-- Fidelity National Financial, Inc. (NYSE: FNF), a leading
provider of title insurance, mortgage services and diversified
services, 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.
("O'Charley's") (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withdrawn, as well as other customary closing conditions, including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.
Today, FNF will file with the U.S. Securities and Exchange
Commission (the "SEC") a Tender Offer Statement on Schedule TO,
containing the Offer to Purchase, form of Letter of Transmittal and
related tender offer documents, setting forth in detail the terms
and conditions of the tender offer. O'Charley's will file
with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 setting forth in detail, among other things, the
recommendation of the O'Charley's Board of Directors that
O'Charley's shareholders accept the tender offer and tender their
shares to FNF pursuant to the tender offer. As previously
disclosed, the O'Charley's Board of Directors has unanimously
approved the transactions.
The Depositary for the tender offer is American Stock Transfer
& Trust Company, LLC, Operations Center, Attn: Reorganization
Department, P.O. Box 2042, New York, New
York 10272-2042. The Dealer Manager for the tender
offer is Jefferies & Company, Inc., 520 Madison Avenue,
New York, NY 10022. The
Information Agent for the tender offer is Georgeson Inc., 99 Water
Street, 26th Floor, New York, NY
10038. The tender offer materials may be obtained at no
charge by directing a request by mail to Georgeson Inc. or by
calling toll-free at (866) 785-7395.
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
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 tender offer is being made pursuant to a
Tender Offer Statement on Schedule TO, containing an offer to
purchase, form of letter of transmittal and related tender offer
documents, filed by FNF with the U.S. Securities and Exchange
Commission (the "SEC") on February 27,
2012. O'Charley's will file a Solicitation/Recommendation
Statement on Schedule 14D-9 relating to the tender offer with the
SEC. FNF and O'Charley's will mail these documents to all
O'Charley's shareholders of record. These documents, as they
may be amended or supplemented from time to time, contain important
information about the tender offer and O'Charley's shareholders are
urged to read them carefully before any decision is made with
respect to the tender offer. The tender offer materials may
be obtained at no charge by directing a request by mail to
Georgeson Inc., 99 Water Street, 26th Floor, New York, NY 10038, or by calling toll-free at
((866) 785-7395, and may also be obtained at no charge at the
website maintained by the SEC at www.sec.gov.
Forward Looking Statements
This press release contains forward-looking statements relating
to the potential acquisition of O'Charley's by FNF 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.