Champps (NASDAQ:CMPP)
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From May 2019 to May 2024
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.