O’Charley’s Inc. (NASDAQ: CHUX) today announced the expiration of the “go-shop” period pursuant to the terms of the previously announced merger agreement, dated as of February 5, 2012, which contemplates the acquisition of O’Charley’s by an affiliate of Fidelity National Financial, Inc. (NYSE:FNF). The “go-shop” period expired at 11:59 p.m., New York City time, on March 6, 2012. During the “go-shop” period, O’Charley’s and its representatives solicited inquiries and engaged in discussions with third parties relating to an acquisition proposal, in accordance with O’Charley’s right to do so under the merger agreement. Despite a broad solicitation of potentially interested strategic and financial parties, no party submitted a proposal to acquire O’Charley’s during the “go-shop” period.
Fred Merger Sub Inc., an affiliate of FNF, commenced a tender offer on February 27, 2012 for all of the outstanding shares of common stock of O’Charley’s at a price of $9.85 per share, in cash, payable without interest and less any applicable withholding taxes. The tender offer is being made pursuant to an offer to purchase and a related letter of transmittal, each dated February 27, 2012, and the previously announced merger agreement. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, Fred Merger Sub Inc. will merge with and into O’Charley’s and all outstanding shares of O’Charley’s common stock, other than shares held by FNF, Fred Merger Sub Inc. or O’Charley’s, will be converted into the right to receive cash equal to the $9.85 offer price per share.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of Monday, April 2, 2012, unless the tender offer is extended or earlier terminated as provided in the merger agreement. Consummation of the tender offer is conditioned on there being validly tendered and not withdrawn shares that, when combined with FNF’s existing 9.5% ownership stake, represent more than a majority of the outstanding shares of O’Charley’s (calculated on a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 merger agreement), as well as other customary closing conditions.