Champps Entertainment To Be Acquired for $5.60 Per Share in Cash
July 05 2007 - 7:30AM
Business Wire
Champps Entertainment, Inc. (NASDAQ:CMPP), a leading operator of
casual dining restaurants today announced that it has entered into
a definitive agreement to be acquired by F&H Acquisition Corp.,
the holding company for Fox & Hound Restaurant Group, for $5.60
per share in cash, or an aggregate purchase price of $74.8 million.
The board of directors of Champps has unanimously approved the
merger agreement and recommends that Champps� stockholders adopt
the agreement and approve the merger. Champps had previously
announced the termination of its sale process on May 18, 2007 and
subsequently received an unsolicited proposal from F&H
Acquisition Corp. on May 31, 2007. The transaction is expected to
close late third-quarter or early fourth-quarter of calendar year
2007, and is subject to customary closing conditions, including
among other things, the adoption of the merger agreement by the
Champps� stockholders, the absence of legal prohibitions to the
consummation of the merger, Champps having obtained certain
governmental and third-party consents and the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976. Atticus Capital, Champps' largest stockholder, and
certain of its affiliates have entered into a voting agreement
under which these stockholders agreed to vote the approximately 30%
of the outstanding Champps common stock they own in favor of the
merger. These stockholders' obligations to vote in favor of the
transaction are subject to the terms and conditions of the voting
agreement and will terminate in the event that the Merger Agreement
is terminated. The transaction is not subject to any financing
condition. Under the terms of the definitive merger agreement,
Champps may, subject to the provisions of the merger agreement,
terminate the agreement upon payment of a termination fee. North
Point Advisors LLC is acting as financial advisor to Champps and
has delivered a fairness opinion to the board of directors of
Champps as to the fairness, from a financial point of view, of the
consideration to be received by the Company's stockholders in the
merger transaction. Skadden, Arps, Slate, Meagher & Flom LLP is
acting as special outside legal counsel to Champps. About Champps
Entertainment, Inc. Champps Entertainment, Inc. owns and operates
49 and franchises/licenses 12 restaurants in 21 states. Champps,
which competes in the upscale casual dining segment, offers an
extensive menu consisting of freshly prepared food, coupled with
exceptional service. Champps creates an exciting environment
through the use of videos, music, sports and promotions. About
F&H F&H is the parent corporation of Fox & Hound
Restaurant Group, which operates 87 pub-themed restaurants in 25
states under the Fox & Hound� and Bailey�s Pub & Grille�
brand names. F&H is owned by Newcastle Partners, L.P., Steel
Partners II, L.P. and the management of F&H. Safe Harbor
Statement Certain statements made in this press release are
forward-looking statements. These forward-looking statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such statements involve
certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements include statements regarding our
decision for a sale of the Company, the ability of the Company and
F&H to complete the transaction contemplated by the definitive
agreement, including the parties' ability to satisfy the conditions
set forth in the definitive agreement and the possibility of any
termination of the definitive agreement. Information on significant
potential risks and uncertainties that may also cause such
differences include, but are not limited to, those mentioned by the
Company from time to time in its filings with the SEC. The words
"may," "will," "believe," "estimate," "expect," "plan," "intend,"
"project," "anticipate," "could," "would," "should," "seek,"
"continue" "pursue" and similar expressions and variations thereof
identify certain of such forward-looking statements, which speak
only as of the dates on which they were made. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties, and, therefore, readers should
not place undue reliance on these forward-looking statements.
Additional Information and Where to Find It In connection with the
proposed transaction, a proxy statement of Champps Entertainment,
Inc. and other materials will be filed with the SEC. WE URGE
INVESTORS TO READ THE PROXY STATEMENT AND THE OTHER MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT CHAMPPS AND THE PROPOSED TRANSACTION.
Investors will be able to obtain free copies of the proxy statement
(when available) a well as other filed documents containing
information about Champps at www.sec.gov, the SEC's free internet
site. Free copies of Champps' SEC filings are also available on
Champps� internet site at www.champps.com. Interests of
Participants Champps and its directors and executive officers and
certain other members of management and employees may be deemed to
be participants in the solicitation of proxies from the Company's
stockholders in favor of the proposed transaction. Additional
information regarding the interests of potential participants in
the proxy solicitation will be included in the definitive proxy
statement and other relevant documents that the Company intends to
file with the SEC in connection with the scheduled special meeting
of its stockholders.
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