Champps (NASDAQ:CMPP)
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From May 2019 to May 2024
Champps Entertainment, Inc. (NASDAQ:CMPP) today announced that a Special
Committee of its Board of Directors has decided to pursue a sale of the
company and that it has entered into a letter of intent with Kinderhook
Industries, LLC to sell all of its assets (other than certain tax
assets) to an investment entity to be formed by Kinderhook, Champps'
Chairman and CEO, Michael P. O'Donnell, and Champps' Chief Financial
Officer, David D. Womack, for a purchase price of $75 million in cash,
plus the assumption of all of Champps' liabilities, including its
outstanding debt.
Following completion of the transaction, Champps will remain a publicly
held company and will seek to reinvest the sale proceeds in another
profitable business or businesses.
Completion of the transaction is subject to, among other conditions, the
satisfactory completion of a due diligence review by Kinderhook, the
negotiation and execution of a definitive purchase agreement, the
obtaining of debt financing by Kinderhook and the obtaining of Champps'
shareholder approval and other required consents and approvals. There
can be no assurance that a definitive agreement will be reached, that
the other conditions will be satisfied or that any transaction will be
consummated.
The letter of intent with Kinderhook provides that Champps is free to
solicit competing proposals for the acquisition of the Company. If
Champps determines to pursue an alternative transaction, it has agreed
to pay Kinderhook a break-up fee of up to $2 million plus reimbursement
of its expenses, depending on the timing and circumstances of its
decision.
The letter of intent was approved by the Special Committee, which
consists of four independent directors. North Point Advisors LLC is
acting as financial advisor to the Special Committee and Skadden, Arps,
Slate, Meagher & Flom LLP is acting as its legal advisor.
About Champps Entertainment, Inc.
Champps Entertainment, Inc. owns and operates 49 and franchises/licenses
13 Champps restaurants in 22 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 Kinderhook Industries, LLC
Kinderhook Industries, LLC is a $470 million private equity firm with an
investment philosophy of combining senior management and operating
experience in a variety of industries with the financial and investment
know-how of private equity professionals. Kinderhook's primary
investment focus is on non-core divisions of corporate parents,
management buyouts of entrepreneurial-owned businesses, and acquisitions
of small capitalization public companies.
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 to pursue a sale of the Company, the
ability of the Company and Kinderhook to complete the transaction
contemplated by the letter of intent, including the outcome of
Kinderhook's due diligence investigation and its efforts to obtain debt
financing, as well as the parties' ability to satisfy the other
conditions set forth in the letter of intent, and the results of the
Company's efforts to solicit competing proposals for the acquisition of
the Company. 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.